Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-34516 | |
Entity Registrant Name | Cowen Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0423711 | |
Entity Address, Address Line One | 599 Lexington Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 562-1010 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,651,792 | |
Entity Central Index Key | 0001466538 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock Class A | The Nasdaq Global Market | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | |
Trading Symbol | COWN | |
Security Exchange Name | NASDAQ | |
2033 Notes | The Nasdaq Global Market | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.75% Senior Notes due 2033 | |
Trading Symbol | COWNL | |
Security Exchange Name | NASDAQ |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Assets | |||
Cash and cash equivalents | $ 926,768 | $ 914,343 | |
Cash collateral pledged | 145,570 | 47,494 | |
Segregated Cash | 198,772 | 194,701 | |
Securities owned, at fair value ($1,837,004 and $1,764,853 were pledged to various parties) | 2,358,484 | 2,660,742 | |
Securities Purchased under Agreements to Resell | 411 | 0 | |
Receivable on derivative contracts, at fair value | 498,630 | 286,135 | |
Securities borrowed | 1,574,854 | 1,704,603 | |
Other investments ($122,356 and $137,986 at fair value, respectively) | 193,140 | 274,111 | |
Deposits with clearing organizations, brokers and banks | 90,889 | 111,857 | |
Receivable from brokers, dealers and clearing organizations, net of allowance of $768 and $636, respectively | 1,718,766 | 1,614,347 | |
Receivable from customers, net of allowance of $580 and $687, respectively | 216,908 | 159,418 | |
Fees receivable, net of allowance of $2,086 and $886, respectively | 116,350 | 145,809 | |
Insurance and reinsurance assets | 148,825 | 30,073 | |
Due from related parties | 24,296 | 31,449 | |
Fixed assets, net of accumulated depreciation and amortization of $51,963 and $50,017, respectively | 24,340 | 25,976 | |
Operating lease right-of-use assets | 86,645 | 93,655 | |
Goodwill | 234,005 | 234,005 | |
Intangible assets, net of accumulated amortization of $31,073 and $33,219, respectively | 37,659 | 44,167 | |
Deferred tax asset, net | 22,101 | 21,765 | |
Other assets, net of allowance of $970 and $0 respectively | 55,724 | 54,755 | |
Consolidated Funds | |||
Cash and cash equivalents, Consolidated Funds | 25 | 296 | |
Other Investments, Consolidated Funds | 81,855 | 99,067 | |
Other assets, Consolidated Funds | 46 | 46 | |
Total Assets | 8,755,063 | 8,748,814 | |
Liabilities | |||
Securities sold, not yet purchased, at fair value | 1,091,489 | 1,201,448 | |
Securities Sold under Agreements to Repurchase | 177,052 | 63,469 | |
Payable for derivative contracts, at fair value | 50,407 | 60,163 | |
Securities Loaned | 1,353,229 | 1,586,572 | |
Payables to brokers, dealers and clearing organizations | 719,972 | 586,553 | |
Payable to customers | 2,445,298 | 2,432,612 | |
Commission management payable | 128,623 | 102,990 | |
Insurance and reinsurance liabilities | 362,709 | 71,269 | |
Compensation payable | 210,916 | 443,580 | |
Operating lease liabilities | 90,985 | 98,883 | |
Notes payable and other debt | [1] | 623,792 | 623,371 |
Fees payable | 11,804 | 16,483 | |
Accounts payable, accrued expenses and other liabilities | 147,898 | 164,819 | |
Consolidated Funds | |||
Due to related parties | 0 | 23 | |
Accounts payable, accrued expenses and other liabilities | 159 | 225 | |
Total Liabilities | 7,414,333 | 7,452,460 | |
Commitments and Contingencies | |||
Stockholders' equity | |||
Additional paid-in capital | 1,138,329 | 1,100,667 | |
(Accumulated deficit) retained earnings | 499,609 | 461,982 | |
Accumulated other comprehensive income (loss) | 1 | (2) | |
Treasury Stock, Value | (591,100) | (547,100) | |
Cowen Inc. Stockholders' Equity | 1,047,171 | 1,015,869 | |
Nonredeemable non-controlling interests | 172,809 | 159,735 | |
Permanent Equity | 1,219,980 | 1,175,604 | |
Total Liabilities and Stockholders' Equity | 8,755,063 | 8,748,814 | |
Convertible Preferred Stock | |||
Consolidated Funds | |||
Redeemable Series A Convertible Preferred stock, par value $0.01 per share: 10,000,000 shares authorized, 120,750 shares issued and outstanding as of June 30, 2022 (aggregate liquidation preference of $120,750) and 10,000,000 shares authorized, 120,750 shares issued and outstanding as of December 31, 2021 (aggregate liquidation preference of $120,750) | 120,750 | 120,750 | |
Common Stock Class A | |||
Stockholders' equity | |||
Common stock | $ 334 | $ 334 | |
Treasury Stock, Shares | 29,518,130 | 28,047,929 | |
Treasury Stock, Value | $ (591,102) | $ (547,112) | |
Common Stock Class B | |||
Stockholders' equity | |||
Common stock | $ 0 | $ 0 | |
[1]The carrying amount of the notes payable and other debt includes an unamortized discount and unamortized premium of $2.6 million and $0.2 million as of June 30, 2022, respectively, and unamortized discount and unamortized premium of $2.8 million and $0.3 million as of December 31, 2021, respectively. |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Condition (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Security Owned and Pledged as Collateral, Fair Value | $ 1,837,004,000 | $ 1,764,853,000 |
Allowance for receivable from brokers | 768,000 | 636,000 |
Allowance for receivable from customers | 580,000 | 687,000 |
Allowance for fees receivable | 2,086,000 | 886,000 |
Fixed assets, accumulated depreciation and amortization (in dollars) | 51,963,000 | 50,017,000 |
Intangible assets, accumulated amortization (in dollars) | 31,073,000 | 33,219,000 |
Other Assets | $ 970,000 | $ 0 |
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 |
Common stock, shares authorized | 125,000,000 | |
Portfolio Funds | ||
Assets | ||
Investment Owned, at Fair Value | $ 122,356,000 | $ 137,986,000 |
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 | 57,319,922 | 55,826,893 |
Common stock, shares outstanding | 27,801,792 | 27,778,964 |
Treasury Stock, Shares | 29,518,130 | 28,047,929 |
Common Stock Class A | Restricted Stock | ||
Stockholders' equity | ||
Common stock, shares outstanding | 960,238 | 901,374 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
Investment banking | $ 100,169 | $ 224,981 | $ 201,711 | $ 529,815 |
Brokerage | 154,656 | 139,060 | 323,394 | 312,797 |
Securities principal transactions, net | 31,542 | 40,572 | 122,794 | 104,537 |
Portfolio fund principal transactions, net | (9,462) | (1,882) | (15,560) | 13,521 |
Carried interest allocations | (32,083) | (35,530) | (49,150) | 61,239 |
Total investment income (loss) | (10,003) | 3,160 | 58,084 | 179,297 |
Management fees | 16,717 | 14,995 | 33,486 | 40,737 |
Incentive income | 0 | 169 | 633 | 2,427 |
Interest and dividends | 48,545 | 62,173 | 94,880 | 121,561 |
Insurance and reinsurance premiums | 14,278 | 11,493 | 25,599 | 18,610 |
Other revenues | (6,625) | 2,031 | (7,574) | 3,690 |
Consolidated Funds | ||||
Principal transactions, net | (15,326) | 693 | (17,212) | (2,656) |
Interest and dividends | 2 | 2 | 4 | 4 |
Total revenues | 302,413 | 458,757 | 713,005 | 1,206,282 |
Interest and dividends expense | 53,925 | 63,073 | 100,449 | 120,714 |
Total net revenues | 248,488 | 395,684 | 612,556 | 1,085,568 |
Expenses | ||||
Employee compensation and benefits | 151,322 | 219,186 | 338,500 | 607,382 |
Brokerage and trade execution costs | 44,635 | 38,813 | 85,226 | 84,469 |
Underwriting expenses | 889 | 6,152 | 1,148 | 13,067 |
Professional, advisory and other fees | 12,373 | 17,457 | 26,055 | 32,917 |
Service fees | 7,460 | 6,379 | 14,610 | 12,110 |
Communications | 9,257 | 9,710 | 18,728 | 18,977 |
Occupancy and equipment | 10,500 | 9,946 | 20,816 | 19,486 |
Depreciation and amortization | 6,997 | 4,565 | 14,182 | 8,919 |
Client services and business development | 11,248 | 4,336 | 17,817 | 11,184 |
Insurance and reinsurance claims, commissions and amortization of deferred acquisition costs | 3,171 | 5,216 | 10,514 | 11,671 |
Change in fair value of contingent consideration | (19,093) | 5,232 | (13,961) | (1,565) |
Other expenses | 8,112 | 5,976 | 15,743 | 9,432 |
Consolidated Funds | ||||
Professional, advisory and other fees | 42 | 63 | 84 | 173 |
Other expenses | 12 | 61 | 75 | 222 |
Total expenses | 246,925 | 333,092 | 549,537 | 828,444 |
Net gains (losses) on other investments | 3,527 | 6,730 | 9,107 | 19,375 |
Other income (loss) | ||||
Bargain purchase gain, net of tax | 0 | 0 | 0 | 3,855 |
Gain/(loss) on debt extinguishment | 0 | 0 | 0 | (4,538) |
Total other income (loss) | 3,527 | 6,730 | 9,107 | 18,692 |
Income (loss) before income taxes | 5,090 | 69,322 | 72,126 | 275,816 |
Income tax expense (benefit) | 5,908 | 10,244 | 17,797 | 64,672 |
Net income (loss) | (818) | 59,078 | 54,329 | 211,144 |
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds | (14,981) | 13,755 | 5,150 | 18,317 |
Net income (loss) attributable to Cowen Inc. | 14,163 | 45,323 | 49,179 | 192,827 |
Preferred stock dividends | 1,698 | 1,698 | 3,396 | 3,396 |
Net income (loss) attributable to Cowen Inc. common stockholders | $ 12,465 | $ 43,625 | $ 45,783 | $ 189,431 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 27,897 | 26,903 | 28,138 | 27,130 |
Diluted (in shares) | 30,153 | 33,858 | 30,899 | 33,703 |
Earnings (loss) per share: | ||||
Earnings Per Share, Basic (in dollars per share) | $ 0.45 | $ 1.62 | $ 1.63 | $ 6.98 |
Earnings Per Share, Diluted (in dollars per share) | $ 0.41 | $ 1.29 | $ 1.48 | $ 5.62 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (818) | $ 59,078 | $ 54,329 | $ 211,144 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | 1 | 1 | 3 | 5 |
Total other comprehensive income (loss), net of tax | 1 | 1 | 3 | 5 |
Comprehensive income (loss) | (817) | 59,079 | 54,332 | 211,149 |
Net Income (Loss) Attributable to Noncontrolling Interest | (14,981) | 13,755 | 5,150 | 18,317 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 14,164 | $ 45,324 | $ 49,182 | $ 192,832 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Shares | Preferred Shares | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings/(Accumulated deficit) | Cowen Inc Equity | Nonredeemable Noncontrolling Interests |
Common stock outstanding, beginning balance (in shares) at Dec. 31, 2020 | 26,845,628 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Restricted stock awards issued (in shares) | 1,551,893 | ||||||||
Common stock issuance upon acquisition (in shares) | 56,801 | ||||||||
Purchase of treasury stock, at cost (in shares) | (2,397,169) | ||||||||
Share settlement of convertible notes (in shares) | 2,938,648 | ||||||||
Common stock outstanding, ending balance (in shares) at Jun. 30, 2021 | 28,995,801 | ||||||||
Preferred stock outstanding, beginning balance (in shares) at Dec. 31, 2020 | 120,750 | ||||||||
Preferred stock outstanding, ending balance (in shares) at Jun. 30, 2021 | 120,750 | ||||||||
Balance, start at Dec. 31, 2020 | $ 334 | $ 1 | $ (346,870) | $ 1,130,138 | $ (7) | $ 185,901 | $ 969,497 | $ 199,624 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Purchase of treasury stock, at cost | (91,801) | ||||||||
Common stock issuance upon acquisition | $ 2,202 | 2,202 | |||||||
Amortization of share based awards | 33,825 | ||||||||
Foreign currency translation | 5 | ||||||||
Net income (loss) attributable to Cowen Inc. | 192,827 | 192,827 | |||||||
Preferred dividends paid | (3,396) | ||||||||
Cash dividends declared | (5,815) | (5,815) | |||||||
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds | 18,317 | ||||||||
Capital contributions | 46,838 | ||||||||
Capital withdrawals | (23,467) | ||||||||
Deconsolidation of entity | (74,813) | ||||||||
Balance, end at Jun. 30, 2021 | 1,263,843 | $ 334 | $ 1 | (438,671) | 1,166,165 | (2) | 369,517 | 1,097,344 | 166,499 |
Common stock outstanding, beginning balance (in shares) at Mar. 31, 2021 | 26,852,331 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Restricted stock awards issued (in shares) | 846,381 | ||||||||
Common stock issuance upon acquisition (in shares) | 0 | ||||||||
Purchase of treasury stock, at cost (in shares) | (1,641,559) | ||||||||
Share settlement of convertible notes (in shares) | 2,938,648 | ||||||||
Common stock outstanding, ending balance (in shares) at Jun. 30, 2021 | 28,995,801 | ||||||||
Preferred stock outstanding, beginning balance (in shares) at Mar. 31, 2021 | 120,750 | ||||||||
Preferred stock outstanding, ending balance (in shares) at Jun. 30, 2021 | 120,750 | ||||||||
Balance, start at Mar. 31, 2021 | $ 334 | $ 1 | (373,774) | 1,151,377 | (3) | 328,930 | 1,106,865 | 133,115 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Purchase of treasury stock, at cost | (64,897) | ||||||||
Common stock issuance upon acquisition | 0 | ||||||||
Amortization of share based awards | 14,788 | ||||||||
Foreign currency translation | 1 | ||||||||
Net income (loss) attributable to Cowen Inc. | 45,323 | 45,323 | |||||||
Preferred dividends paid | (1,698) | ||||||||
Cash dividends declared | (3,038) | ||||||||
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds | 13,755 | ||||||||
Capital contributions | 24,323 | ||||||||
Capital withdrawals | (4,694) | ||||||||
Deconsolidation of entity | 0 | ||||||||
Balance, end at Jun. 30, 2021 | $ 1,263,843 | $ 334 | $ 1 | (438,671) | 1,166,165 | (2) | 369,517 | 1,097,344 | 166,499 |
Common stock outstanding, beginning balance (in shares) at Dec. 31, 2021 | 27,778,964 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Restricted stock awards issued (in shares) | 1,434,442 | ||||||||
Common stock issuance upon acquisition (in shares) | 58,587 | ||||||||
Purchase of treasury stock, at cost (in shares) | (1,470,201) | ||||||||
Share settlement of convertible notes (in shares) | 0 | ||||||||
Common stock outstanding, ending balance (in shares) at Jun. 30, 2022 | 27,801,792 | ||||||||
Preferred stock outstanding, beginning balance (in shares) at Dec. 31, 2021 | 120,750 | 0 | |||||||
Preferred stock outstanding, ending balance (in shares) at Jun. 30, 2022 | 120,750 | 0 | |||||||
Balance, start at Dec. 31, 2021 | $ 1,175,604 | $ 334 | $ 0 | (547,112) | 1,100,667 | (2) | 461,982 | 1,015,869 | 159,735 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Purchase of treasury stock, at cost | (43,990) | ||||||||
Common stock issuance upon acquisition | 1,881 | 1,881 | |||||||
Amortization of share based awards | 35,781 | ||||||||
Foreign currency translation | 3 | ||||||||
Net income (loss) attributable to Cowen Inc. | 49,179 | 49,179 | |||||||
Preferred dividends paid | (3,396) | ||||||||
Cash dividends declared | (8,156) | (8,156) | |||||||
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds | 5,150 | ||||||||
Capital contributions | 14,877 | ||||||||
Capital withdrawals | (6,953) | ||||||||
Deconsolidation of entity | 0 | ||||||||
Balance, end at Jun. 30, 2022 | $ 1,219,980 | $ 334 | $ 0 | (591,102) | 1,138,329 | 1 | 499,609 | 1,047,171 | 172,809 |
Common stock outstanding, beginning balance (in shares) at Mar. 31, 2022 | 27,614,903 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Restricted stock awards issued (in shares) | 484,639 | ||||||||
Common stock issuance upon acquisition (in shares) | 0 | ||||||||
Purchase of treasury stock, at cost (in shares) | (297,750) | ||||||||
Share settlement of convertible notes (in shares) | 0 | ||||||||
Common stock outstanding, ending balance (in shares) at Jun. 30, 2022 | 27,801,792 | ||||||||
Preferred stock outstanding, beginning balance (in shares) at Mar. 31, 2022 | 0 | ||||||||
Preferred stock outstanding, ending balance (in shares) at Jun. 30, 2022 | 120,750 | 0 | |||||||
Balance, start at Mar. 31, 2022 | $ 334 | $ 0 | (583,535) | 1,127,160 | 0 | 491,189 | 1,035,148 | 175,575 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Purchase of treasury stock, at cost | (7,567) | ||||||||
Common stock issuance upon acquisition | 0 | ||||||||
Amortization of share based awards | 11,169 | ||||||||
Foreign currency translation | 1 | ||||||||
Net income (loss) attributable to Cowen Inc. | $ 14,163 | 14,163 | |||||||
Preferred dividends paid | (1,698) | ||||||||
Cash dividends declared | (4,045) | ||||||||
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds | (14,981) | ||||||||
Capital contributions | 13,267 | ||||||||
Capital withdrawals | (1,052) | ||||||||
Deconsolidation of entity | 0 | ||||||||
Balance, end at Jun. 30, 2022 | $ 1,219,980 | $ 334 | $ 0 | $ (591,102) | $ 1,138,329 | $ 1 | $ 499,609 | $ 1,047,171 | $ 172,809 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 54,329,000 | $ 211,144,000 |
Adjustments to reconcile net income (loss) to net cash provided by / (used in) operating activities: | ||
Bargain purchase gain, net of tax | 0 | (3,855,000) |
Depreciation and amortization | 14,182,000 | 8,919,000 |
Amortization of debt issuance costs | 1,224,000 | 1,541,000 |
Amortization of debt discount (premium) | 155,000 | 6,671,000 |
Noncash lease expense | (888,000) | (89,000) |
(Gain) / loss on extinguishment of debt | 0 | 3,890,000 |
Share-based awards | 35,887,000 | 33,825,000 |
Change in deferred taxes | (336,000) | 3,734,000 |
Net loss (gain) on disposal of fixed assets | 101,000 | 0 |
Contingent liability adjustment | 0 | (614,000) |
Purchases of securities owned, at fair value | (700,290,000) | (487,573,000) |
Proceeds from sales of securities owned, at fair value | 603,099,000 | 411,727,000 |
Proceeds from sales of securities sold, not yet purchased, at fair value | 1,002,083,000 | 139,788,000 |
Payments to cover securities sold, not yet purchased, at fair value | (877,991,000) | (136,095,000) |
Proceeds from sales of other investments | 22,912,000 | 20,174,000 |
Investment income (loss) principal transactions, net | 7,640,000 | (159,474,000) |
Consolidated Funds | ||
Purchases of securities owned, at fair value | 0 | (4,000,000) |
Proceeds from sales of securities owned, at fair value | 0 | 10,464,000 |
Proceeds from other investments | 0 | 14,130,000 |
Investment income (loss) principal transactions, net | 17,212,000 | 2,450,000 |
(Increase) decrease in operating assets: | ||
Securities owned, at fair value, held at broker-dealer | 405,632,000 | (1,565,860,000) |
Receivable on derivative contracts, at fair value | (212,495,000) | (58,264,000) |
Securities borrowed | 129,749,000 | 116,856,000 |
Deposits with clearing organizations, brokers and banks | 20,968,000 | 8,832,000 |
Receivable from brokers, dealers and clearing organizations | (104,419,000) | (477,998,000) |
Receivable from customers, net of allowance | (57,490,000) | (81,790,000) |
Fees receivable, net of allowance | 29,459,000 | 4,380,000 |
Insurance and reinsurance assets | (7,322,000) | (23,209,000) |
Due from related parties | 7,153,000 | (139,000) |
Other assets | (877,000) | (4,572,000) |
Consolidated Funds | ||
Receivable on derivative contracts, at fair value | 0 | (2,917,000) |
Other assets | 0 | 11,000 |
Increase (decrease) in operating liabilities: | ||
Securities sold, not yet purchased, at fair value, held at broker dealer | (192,203,000) | 340,495,000 |
Securities sold under agreement to repurchase | 113,583,000 | (2,414,000) |
Payable for derivative contracts, at fair value | (9,756,000) | (16,562,000) |
Securities loaned | (233,343,000) | 700,787,000 |
Payable to brokers, dealers and clearing organizations | 133,419,000 | 115,725,000 |
Payable to customers | 12,686,000 | 976,786,000 |
Commission management payable | 25,633,000 | 8,991,000 |
Insurance and reinsurance liabilities | (5,986,000) | 11,575,000 |
Compensation payable | (249,226,000) | 70,491,000 |
Fees payable | (4,679,000) | (15,604,000) |
Due to related parties | (59,000) | 40,000 |
Accounts payable, accrued expenses and other liabilities | (9,063,000) | (4,890,000) |
Consolidated Funds | ||
Due To Related Parties, Consolidated Funds | (23,000) | (3,000) |
Accounts payable, accrued expenses and other liabilities | (66,000) | (373,000) |
Net Cash Provided by (Used in) Operating Activities | (29,406,000) | 177,131,000 |
Cash flows from investing activities: | ||
Securities purchased under agreements to resell | (411,000) | 191,000 |
Purchases of other investments | (9,679,000) | (61,519,000) |
Purchase of business and/or asset acquisition | 187,613,000 | 2,109,000 |
Cash Divested from Deconsolidation | 0 | (5,620,000) |
Proceeds from sales of other investments | 12,068,000 | 63,447,000 |
Purchase of fixed assets and intangibles | (6,139,000) | (5,513,000) |
Net Cash Provided by (Used in) Investing Activities | 183,452,000 | (6,905,000) |
Cash flows from financing activities: | ||
Repayments on convertible debt | 0 | (88,119,000) |
Deferred debt issuance cost | (72,000) | (6,642,000) |
Borrowings on notes and other debt | 4,019,000 | 301,786,000 |
Repayments on notes and other debt | (4,905,000) | (201,998,000) |
Purchase of treasury stock | (27,428,000) | (70,540,000) |
Cash dividends paid | (7,588,000) | (5,201,000) |
Preferred stock dividends paid | (3,396,000) | (3,396,000) |
Contingent liability payment | (8,195,000) | (10,698,000) |
Capital contributions by non-controlling interests in operating entities | 14,772,000 | 27,821,000 |
Capital withdrawals to non-controlling interests in operating entities | (6,953,000) | (4,196,000) |
Consolidated Funds | ||
Capital contributions by non-controlling interests in Consolidated Funds | 0 | 19,017,000 |
Capital withdrawals to non-controlling interests in Consolidated Funds | 0 | (19,271,000) |
Net cash provided by / (used in) financing activities | (39,746,000) | (61,437,000) |
Change in cash and cash equivalents | 114,300,000 | 108,789,000 |
Total cash beginning of period | 1,156,834,000 | 941,470,000 |
Cash and cash equivalents | 926,768,000 | 806,887,000 |
Cash collateral pledged | 145,570,000 | 64,895,000 |
Segregated Cash | 198,772,000 | 178,179,000 |
Cash and cash equivalents, Consolidated Funds | 25,000 | 298,000 |
Total cash at end of period | 1,271,134,000 | 1,050,259,000 |
Supplemental information | ||
Cash paid during the year for interest | 86,572,000 | 113,758,000 |
Cash paid during the year for taxes | 25,545,000 | 63,728,000 |
Purchase of treasury stock, at cost, through net settlement | 16,562,000 | 21,232,000 |
Preferred stock dividends declared | 3,396,000 | 3,396,000 |
Dividends, Cash | 8,156,000 | 5,815,000 |
Net assets (liabilities) acquired upon acquisition (net of cash) | (187,613,000) | 3,107,000 |
Net decrease in non-controlling interests in Consolidated Fund due to deconsolidation of Consolidated Fund | 0 | 74,813,000 |
Common stock issuance upon close of acquisition | $ 1,881,000 | $ 2,202,000 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Cowen Inc., a Delaware corporation formed in 2009, is a diversified financial services firm that, together with its consolidated subsidiaries (collectively, "Cowen" or the "Company"), provides investment banking, research, sales and trading, prime brokerage, global clearing, securities financing, commission management services and investment management through its two business segments: the Operating Company ("Op Co") and the Asset Company ("Asset Co"). The Op Co segment consists of four divisions: the Investment Banking division, the Markets division, the Research division and the Cowen Investment Management ("CIM") division. The Company refers to the Investment Banking division, the Markets division and the Research division combined as its investment banking businesses. Op Co's investment banking businesses offer advisory and global capital markets origination, domain knowledge-driven research, sales and trading platforms for institutional investors, global clearing, commission management services and also a comprehensive suite of prime brokerage service. Sectors covered by Op Co's investment banking business include healthcare, technology, media and telecommunications, consumer, industrials, tech-enabled and business services, and energy. Op Co’s CIM division includes advisers to investment funds (including private equity structures and privately placed hedge funds) and registered funds. The Company has also invested capital in its insurance and reinsurance businesses. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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 the Accounting Standards Codification (the "Accounting Standards" or "ASC") 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 investment funds 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 specialized industry accounting. The accompanying condensed financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"). Certain footnote disclosures included in the 2021 Form 10-K have been condensed or omitted from the accompanying condensed financial statements as they are not required for interim reporting under US GAAP or are insignificant to the interim reporting period. b. Principles of consolidation The Company consolidates all entities that it controls through a majority voting interest or otherwise, including those investment 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. 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, (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 and (iii) voting rights of equity holders are proportionate to their obligation to absorb losses or the right to receive returns. Under US GAAP consolidation requirements, 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 determines whether it is the primary beneficiary of a VIE upon its initial involvement with the VIE and reassesses whether it is the primary beneficiary on an ongoing basis as long as it has any continuing involvement with the 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. The VIEs the Company has invested in act as investment managers and/or investment companies that may be managed by the Company. The VIEs are financed through their operations and/or loan agreements with the Company. In the ordinary course of business, the Company also sponsors various other entities that it has determined to be VIEs. These VIEs are primarily investment funds for which the Company serves as the general partner, managing member and/or investment manager with decision-making rights. The Company consolidates these investment funds when its variable interest is potentially significant to the entity. (see Note 6 for additional disclosures on VIEs). 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. As of June 30, 2022 and December 31, 2021, the total assets of the consolidated VIEs were $336.8 million and $304.1 million, respectively, and total liabilities of the consolidated VIEs were $5.4 million and $9.8 million, respectively. The Company consolidates investment funds for which it acts as the managing member/general partner and investment manager. At June 30, 2022, the Company consolidated Ramius Enterprise LP (“Enterprise LP”), an investment fund. At December 31, 2021, the Company consolidated the following investment funds: Enterprise LP and Cowen Private Investments LP ("Cowen Private"). During the first quarter of 2022, the Company deconsolidated Cowen Private as the fund was liquidated. During the first quarter of 2021, the Company deconsolidated Cowen Sustainable Investments I, LP ("CSI I LP") due to the Company's ownership being diluted through a capital equalization event. Equity Method In vestments —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 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 or apply the equity method of accounting, the Company accounts for its investment in such entity (primarily consisting of securities of such entity which are purchased and held principally for the purpose of selling them in the near term and classified as trading securities), at fair value with unrealized gains (losses) resulting from changes in fair value reflected within Investment income (loss) - Securities principal transactions, net or Investment income (loss) - portfolio fund investment income (loss) 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. 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 Consolidated Funds - Principal transactions, net in the accompanying condensed consolidated statements of operations. 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. Certain portfolio fund investments qualify as equity method investments and are investment companies that apply specialized industry accounting. In applying equity method accounting guidance, the Company retains the specialized accounting of the investees and 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 Investment Income - portfolio fund principal transactions, net in the accompanying condensed consolidated statements of operations. In addition, the Company's broker-dealer subsidiaries, Cowen and Company, LLC ("Cowen and Company"), Westminster Research Associates LLC ("Westminster"), Cowen Execution Services Limited ("Cowen Execution Ltd"), ATM Execution LLC ("ATM Execution"), Cowen and Company (Asia) Limited ("Cowen Asia"), and Cowen International Limited ("Cowen International Ltd"), apply the specialized industry accounting for brokers and dealers in securities, which the Company retains 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, and the disclosure of contingent assets and liabilities at the date of the accompanying condensed consolidated financial statements, as well as 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. Allowance for credit losses ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”) prescribed the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. Under the accounting update guidance, the Company has the ability to determine there are no expected credit losses in certain circumstances (e.g., based on collateral arrangements or based on the credit quality of the borrower or issuer). The Company applies the guidance in ASC 326 to securities borrowed and fees and other receivables carried at amortized cost (including, but not limited to, receivables related to securities transactions, underwriting fees, strategic/financial advisory fees and placement and sales agent fees, management fees and incentive fees receivable). The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, fees and other receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company’s expectation of the collectability in determining the allowance for credit losses. The Company’s expectation is that the credit risk associated with fees and other receivables is not significant until they are 90 days past due based on the contractual arrangement and expectation of collection in accordance with industry standards. For securities borrowed, the Company applies a practical expedient to measure the allowance for credit losses based on the fair value of the collateral. If the fair value of the collateral held exceeds the amortized cost of the borrowing and the borrower is expected to continue to replenish the collateral as needed, the Company will not recognize an allowance. If the fair value of collateral is less than amortized cost and the borrower is expected to continue to replenish the collateral as needed, the Company applies the CECL model, utilizing a probability and loss given default methodology, only to the extent of the shortfall between the fair value of the collateral and amortized cost. The credit loss expense related to the allowance for credit losses as well as any recoveries of amounts previously charged is reflected in other expenses in the accompanying condensed consolidated statements of operations. e. Valuation of investments and derivative contracts and other investments 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. 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. Inputs reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. 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 based on their proportional rights of the underlying portfolio company, and 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 impact 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 primarily include active listed equities, certain U.S. government and sovereign obligations, Exchange Traded Funds ("ETFs"), mutual funds and certain money market securities. 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, are classified as level 2 when their inputs can be corroborated by market data. OTC derivatives, such as swaps and options, with significant inputs that cannot be corroborated by readily available or observable market data are classified as level 3. Other Investments —Other investments consist primarily of portfolio funds, carried interest and equity method investments, which are valued as follows: i. Portfolio Funds— Portfolio funds include interests in private investment partnerships, foreign investment companies and other collective investment vehicles which may be managed by the Company or its affiliates. The Company applies the practical expedient provided by the US GAAP fair value measurements and disclosures guidance relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). The practical expedient permits an entity holding investments in certain entities that either are investment companies or have attributes similar to an investment company, and calculate NAV 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. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy. ii. Carried Interest— For the private equity and debt fund products the Company offers, the Company is allocated incentive income by the investment funds based on the extent by which the investment funds' performance exceeds predetermined thresholds. Carried interest allocations are generally structured from a legal standpoint as an allocation of capital in the Company’s capital account. The Company accounts for carried interest allocations by applying an equity ownership model. Accordingly, the Company accrues performance allocations quarterly based on the fair value of the underlying investments assuming hypothetical liquidation at book value. iii. 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 applies 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 other investments in the accompanying condensed consolidated statements of operations. See Notes 6 and 7 for further information regarding the Company's investments, including equity method investments and fair value measurements. Accounts payable, accrued expenses and other liabilitie s— Accounts payable, accrued expenses and other liabilities include contingent consideration liabilities related to terms of the purchase agreements of the Company's previous acquisitions. In each instance the Company is required to pay the sellers of such entities a portion of future net income and/or revenues of the acquired business if certain targets are met through December 24, 2024. For each acquisition the Company has estimated the contingent consideration liabilities using a combination of Monte Carlo and Discounted Cash Flow methods which require the Company to make estimates and assumptions regarding the future cash flows and profits related to the ongoing operations of these acquired businesses. The Company updates it’s estimates and assumptions each reporting period and the associated change in fair value is shown in the accompanying condensed consolidated statements of operations. f. Offsetting of derivative contracts To reduce credit exposures on derivatives, the Company may enter into master netting agreements with counterparties that permit the Company the right, in the event of a default by a counterparty, to offset the counterparty’s rights and obligations under the agreement and to liquidate and offset any collateral against any net amount owed by the counterparty. Derivatives are reported on a net-by-counterparty basis (i.e., the net payable or receivable for derivative assets and liabilities for a given counterparty) in the condensed consolidated statements of financial condition when a legal right of offset exists under an enforceable netting agreement. Additionally, derivatives are reported net of cash collateral received and posted under enforceable credit support agreements in the condensed consolidated statements of financial condition, provided a legal right of offset exists. See Note 6 for further information about offsetting of derivative financial instruments. g. Receivable from and payable to brokers Receivable from brokers, dealers, and clearing organizations includes amounts receivable for securities failed to deliver by the Company to a purchaser by the settlement date, amounts receivable from broker-dealers and clearing organizations, commissions receivable from broker-dealers, and interest receivable from securities financing arrangements and are reported net of an allowance for credit losses. Payable to brokers, dealers and clearing organizations includes amounts payable for securities failed to receive by the Company from a seller by the settlement date, amounts payable to broker-dealers and clearing organizations for unsettled trades, interest payable for securities financing arrangements, and payables of deposits held in proprietary accounts of brokers and dealers. Receivables and payables with brokers, dealers and clearing organizations arising from unsettled regular-way transactions are presented net (assets less liabilities) across balances with the same counterparty. The Company's receivable from and payable to brokers, dealers and clearing organizations balances are held with multiple financial institutions. h. Receivable from and payable to customers Receivable from customers includes amounts owed by customers on cash and margin transactions, recorded on a settlement-date basis and prepaid research, net of allowance for credit losses. For prepaid research, a prepaid research asset is established for research and related services disbursed in advance of anticipated client commission volumes. Payable to customers primarily consists of amounts owed to customers relating to securities transactions not completed on settlement date, recorded on a settlement-date basis on the statement of financial condition, and other miscellaneous customer payables. Securities owned by customers, including those that collateralize margin, are not reflected as assets of the Company on the statement of financial condition. The Company holds these securities with the intention of settlement against customer orders and are held as collateral for customer receivables. i. Fees receivable Fees receivable primarily relate to securities transactions and are reported net of an allowance for credit losses. Fees receivable also include amounts due to the Company for underwriting fees, strategic/financial advisory fees and placement and sales agent fees. Additionally, management and incentive fees due to the Company are earned as the managing member, general partner and/or investment manager to the Company's investment funds and are recognized in accordance with appropriate revenue recognition guidance (see Note 2o for further reference). j. Securities financing arrangements Securities borrowed and securities loaned are carried at the amounts of cash collateral advanced or received on a gross basis. The related rebates are recorded in the accompanying condensed consolidated statements of operations as interest and dividends income and interest and dividends expense. Securities borrowed transactions require the Company to deposit cash collateral with the lender. With respect to securities loaned, the Company receives cash or securities as collateral from the borrower. When the Company receives securities as collateral, and has concluded it (i) is the transferor and (ii) can pledge the securities to third parties, the Company recognizes the securities received as collateral at fair value in Securities owned, at fair value with the corresponding obligation to return the securities received as collateral at fair value in Securities sold, not yet purchased, at fair value. Securities received as collateral are not recognized when the Company either (i) is not the transferor or (ii) cannot pledge the securities to third parties. The initial collateral advanced or received approximates or is greater than the market value of securities borrowed or loaned. The Company monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or returned, as necessary. Securities borrowed and loaned may also result in credit exposures for the Company in an event that the counterparties are unable to fulfill their contractual obligations. See Note 2d for further information. Fees and interest received or paid are recorded in interest and dividends income and interest and dividends expense, respectively, on an accrual basis in the accompanying condensed consolidated statements of operations. Accrued interest income and expense are recorded in receivable from brokers, dealers and clearing organizations and payable to brokers, dealers and clearing organizations, respectively, on an accrual basis in the accompanying condensed consolidated statements of financial condition. k. Securities sold under agreements to repurchase Securities purchased under agreement to resell and securities sold under agreements to repurchase ("repurchase agreements") are accounted for as collateralized financing transactions and are recorded at their contracted resale or repurchase amount plus accrued interest. A repo is a transaction in which a firm buys or sells financial instruments from/to a counterparty, typically in exchange for cash, and simultaneously enters into an agreement to resell or repurchase the same or substantially the same financial instruments to/from such counterparty at a stated price plus accrued interest at a future date. When the Company receives securities as collateral, and has concluded it (i) is the transferor and (ii) can pledge the securities to third parties, the Company recognizes the securities received as collateral at fair value in Securities owned, at fair value with the corresponding obligation to return the securities received as collateral at fair value in Securities sold, not yet purchased, at fair value. Securities received as collateral are not recognized when the Company either (i) is not the transferor or (ii) cannot pledge the securities to third parties. The initial collateral advanced approximates or is greater than the market value of securities purchased or sold in the transaction. The Company typically enters into repurchase transactions with counterparties that prefer repurchase transactions to securities borrowed and securities loaned transactions. The Company has executed master repurchase agreements with such counterparties and utilizes such counterparties to finance its own positions, or replace a securities lending transaction with a repurchase for matched book purposes. The Company monitors the market value of repurchases on a daily basis, with additional collateral obtained or returned, as necessary. Repurchases may also result in credit exposures for the Company in an event that the counterparties are unable to fulfill their contractual obligations. The Company mitigates its credit risk by continuously monitoring its credit exposure and collateral values by demanding additional collateral or returning excess collateral in accordance with the netting provisions available in the master repurchase contracts in place with the counterparties. Interest paid is recorded in interest and dividends expense in accordance with US GAAP on repurchase agreement transactions on an accrual basis in the accompanying condensed consolidated statements of operations. l. Goodwill and intangible assets Goodwill Goodwill represents the excess of the purchase price consideration of acquired companies over the estimated fair value assigned to the individual assets acquired and liabilities assumed. Goodwill is allocated to the Company's reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it generally no longer retains its identification with a particular acquisition but instead becomes identifiable with the reporting unit. As a result, all of the fair value of each reporting unit is available to support the value of goodwill allocated to the unit. In accordance with US GAAP requirements for testing for impairment of goodwill, the Company tests goodwill for impairment on an annual basis or at an interim period if events or changed circumstances would more likely than not reduce the fair value of a reporting unit below its carrying amount. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that fair value exceeds its carrying amount, then performing a quantitative impairment test is not necessary. If the Company concludes otherwise, the Company |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisition Kelvin Re Limited On June 1, 2022 (the "Kelvin Acquisition Date"), the Company completed its acquisition of Kelvin Re Limited (“Kelvin”) by acquiring all of the issued and outstanding ordinary shares in Kelvin from CS IRIS A Fund Limited (the "Kelvin Acquisition"). Kelvin is a general reinsurance company incorporated and domiciled in Guernsey whose principal activity was the provision of property and natural catastrophe reinsurance business. In December 2020, Kelvin ceased underwriting new business and has been operating as a run-off entity. Cowen acquired Kelvin to manage the outstanding reinsurance claims arising from its existing portfolio. (See Note 18). In accordance with US GAAP and SEC Regulation S-X Rule 11-01(d), the Kelvin Acquisition is accounted for as an asset acquisition because the assets and liabilities of Kelvin do not meet the definition of a business, and accordingly the assets and liabilities acquired as part of the Kelvin Acquisition were measured based on their cost allocated to assets on a relative fair value basis, which included transaction costs of $1.6 million. The aggregate purchase price of the Kelvin Acquisition after transaction costs is $221.0 million. The purchase price was paid in cash by Kelvin on behalf of Cowen. The results of Kelvin are integrated within the Company's insurance business as of the Kelvin Acquisition Date, which is reported in the Company’s Operating Company segment. The table below summarizes the net tangible and intangible assets acquired and liabilities assumed as of June 1, 2022: (dollars in thousands) Cash and cash equivalents $ 92,589 Cash collateral pledged 316,049 Premiums receivable from cedants 58,904 Claims recoverable from reinsurers 52,526 Insurance and reinsurance assets 111,430 Other assets 94 Premiums and other costs payable to reinsurers (5,400) Claims liabilities (292,026) Insurance and reinsurance liabilities (297,426) Accounts payable, accrued expenses and other liabilities (1,711) Total net assets acquired $ 221,025 Malta Holdings Ltd. On February 26, 2021 (the "Malta Acquisition Date"), the Company, through its indirect wholly owned subsidiary, Cowen Malta Holdings Ltd. (“Malta Holdings”), completed the acquisition of all of the outstanding equity interest of Axeria Insurance Limited (the “Malta Acquisition”), an insurance company organized under the laws of Malta whose principal business activity is to provide insurance coverage to third parties (see Note 18). Axeria Insurance Limited was renamed Cowen Insurance Company Ltd (“Cowen Insurance Co”) upon acquisition. The Malta Acquisition was completed for a combination of cash and deferred consideration. In the aggregate, the purchase price, assets acquired, and liabilities assumed were not significant and near-term impact to the Company and its consolidated results of operations and cash flows is not expected to be significant. The aggregate estimated purchase price of the Malta Acquisition was $12.7 million. On the Malta Acquisition Date, the Company paid upfront consideration of $12.5 million, with additional deferred consideration of $0.2 million which was paid during the second quarter of 2021. The Malta Acquisition was accounted for under the acquisition method of accounting in accordance with US GAAP. As such, the results of operations of the business acquired is included in the accompanying condensed consolidated statements of operations since the date of the Malta Acquisition and the assets acquired, liabilities assumed recorded at their fair values within their respective line items on the accompanying condensed consolidated statement of financial condition. The Company has recognized a bargain purchase gain of $5.2 million related to the Malta Acquisition and is shown net of associated tax of $1.3 million in the condensed consolidated statement of operations. The bargain purchase gain is primarily driven by the recognition of the customer relationships intangible asset and a contractual discount on the closing equity balance at the Malta Acquisition Date. Additionally, following the Malta Acquisition, the business acquired is included in the Cowen Investment Management reporting unit within the Operating Company segment. The table below summarizes the purchase price allocation of net tangible and intangible assets acquired and liabilities assumed as of February 26, 2021: (dollars in thousands) Cash $ 14,844 Securities owned, at fair value 1,571 Fixed assets 30 Intangible assets 4,794 Other assets 12,828 Compensation payable (17) Other liabilities (16,099) Total net identifiable assets acquired and liabilities assumed 17,951 Bargain purchase gain (5,216) Total estimated purchase price $ 12,735 As of the Malta Acquisition Date, the estimated fair value of the Company's intangible assets, which are primarily broker relationships, was $4.6 million and had a weighted average useful life of 10 years. The licenses of $0.2 million has indefinite life. Amortization expense for the three months ended June 30, 2022 and 2021 was $0.1 million, respectively, and for the six months ended June 30, 2022 and 2021 was $0.2 million, respectively. As of June 30, 2022, the estimated amortization expense related to these intangible assets in future periods is as follows: (dollars in thousands) 2022 $ 229 2023 458 2024 458 2025 458 2026 458 Thereafter 2,124 $ 4,185 |
Cash Collateral Pledged
Cash Collateral Pledged | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash Collateral Pledged | Cash Collateral Pledged As of June 30, 2022 and December 31, 2021, the Company pledged cash collateral in the amount of $3.5 million and $3.4 million respectively, which relates to letters of credit issued to the landlords of the Company's premises in various locations. The Company also has pledged cash collateral for reins urance agreements which amounted to $142.1 million (of which $40.0 million was in the form of letters of credit) , as of June 30, 2022, and $44.1 million, as of December 31, 2021, which are expected to be released periodically as per the terms of the reinsurance policy (see Notes 12 and 18). As of June 30, 2022 , the Company has the following irrevocable letters of credit, rela ted 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. Location Amount Maturity (dollars in thousands) New York $ 212 April 2023 New York 1,325 October 2022 New York 1,227 August 2022 Boston 193 March 2023 San Francisco 455 October 2025 Tel Aviv, Israel 42 January 2025 $ 3,454 To the extent any letter of credit is drawn upon, interest will be assessed at the prime commercial lending rate. As of June 30, 2022 and December 31, 2021 t here were no amounts due related to these letters of credit. |
Segregated Cash
Segregated Cash | 6 Months Ended |
Jun. 30, 2022 | |
Segregated Cash [Abstract] | |
Segregated Cash | Segregated CashAs of June 30, 2022 and December 31, 2021, cash segregated under federal regulations and other restricted deposits of $198.8 million and $194.7 million, respectively, consisted of cash deposited in Special Reserve Bank Accounts for the exclusive benefit of customers under SEC Rule 15c3-3 and cash deposited in Special Reserve Bank Accounts for the exclusive benefit of Proprietary Accounts of Broker-Dealers ("PAB") under SEC Rule 15c3-3 (see Note 24). |
Investments of Operating Entiti
Investments of Operating Entities and Consolidated Funds | 6 Months Ended |
Jun. 30, 2022 | |
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. Certain securities owned, at fair value, are pledged to external clearing brokers under terms which permit the external clearing broker to sell or re-pledge the securities to others subject to certain limitations. As of June 30, 2022 and December 31, 2021, securities owned, at fair value consisted of the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Common stock $ 1,714,485 $ 2,428,820 Preferred stock 197,648 134,930 Warrants and rights 67,836 46,459 Government bonds 12,475 16,002 Corporate bonds 339,046 21,468 Convertible bonds 11,886 5,250 Term loan 7,308 3,907 Trade claims (*) 6,286 3,496 Private investments 1,514 410 $ 2,358,484 $ 2,660,742 (*) The Company has elected the fair value option for securities owned, at fair value with a fair value of $6.3 million and $3.5 million of trade claims respectively, at June 30, 2022 and December 31, 2021. Receivable on and Payable for derivative contracts, at fair value The Company predominantly enters into derivative transactions to satisfy client needs and to manage its own exposure to market and credit risks resulting from its trading activities. The Company’s direct exposure to derivative financial instruments includes futures, currency forwards, equity swaps, interest rate swaps and options. The Company's derivatives trading activities expose 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. The Company's long and short exposure to derivatives is as follows: Receivable on derivative contracts As of June 30, 2022 As of December 31, 2021 Number of contracts / Notional Value Fair value Number of contracts / Notional Value Fair value (dollars in thousands) Futures $ 17,611 $ 691 $ — $ — Currency forwards $ 157,280 695 $ 10,727 80 Equity swaps $ 2,284,579 617,072 $ 1,950,181 305,370 Options (a) 161,755 83,755 217,393 61,219 Interest rate swap (c) $ — — $ 285,000 1,208 Netting - swaps (b) (203,583) (81,742) $ 498,630 $ 286,135 Payable for derivative contracts As of June 30, 2022 As of December 31, 2021 Number of contracts / Notional Value Fair value Number of contracts / Notional Value Fair value (dollars in thousands) Futures $ — $ — $ 9,378 $ 266 Currency forwards $ 19,375 23 $ 149,575 1,346 Equity swaps $ 917,763 113,533 $ 988,329 114,689 Interest rate swaps (c) $ 400,000 2,547 $ — — Options (a) 160,487 29,627 182,440 36,192 Netting - swap (b) (95,323) (92,330) $ 50,407 $ 60,163 (a) Includes the volume of contracts for index, equity, commodity future and cash conversion options. (b) Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments. (c) Interest rate swap offsetting the Company's floating rate debt on the Company's term loan. See Note 12 The following tables present the gross and net derivative positions and the related offsetting amount, as of June 30, 2022 and December 31, 2021. This table does not include the impact of over-collateralization. Gross amounts offset on the Condensed Consolidated Statements of Financial Condition (a) Net amounts included on the Condensed Consolidated Statements of Financial Condition Gross amounts not offset in the Condensed Consolidated Statements of Financial Condition Gross amounts recognized Financial instruments (a) Cash Collateral pledged (a) Net amounts (dollars in thousands) As of June 30, 2022 Receivable on derivative contracts, at fair value $ 702,213 $ 203,583 $ 498,630 $ 4,451 $ 385,769 $ 108,410 Payable for derivative contracts, at fair value 145,730 95,323 50,407 4,889 — 45,518 As of December 31, 2021 Receivable on derivative contracts, at fair value $ 367,877 $ 81,742 $ 286,135 $ 1,421 $ 211,442 $ 73,272 Payable for derivative contracts, at fair value 152,493 92,330 60,163 2,839 — 57,324 (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. The realized and unrealized gains/(losses) related to derivatives trading activities were $400.9 million and $(56.5) million for the three months ended June 30, 2022 and 2021 and $363.1 million and $(21.0) million for the six months ended June 30, 2022 and 2021, respectively, and are included in Investment income- Securities principal transactions, net in the accompanying condensed consolidated statements of operations. The net gains (losses) on derivative contracts in the table above are one of a number of activities comprising the Company's business activities and are calculated before consideration of economic hedging transactions, which generally offset the net gains (losses) incl uded above. Pursuant to the various derivatives transactions discussed above, except for exchange traded derivatives and c ertain options, the Company is required to post/receive collateral. These amounts are recognized in receivable from brokers, dealers and clearing organizations and payable to brokers, dealers and clearing organizations respectively. As of June 30, 2022 and December 31, 2021, all derivative contracts were with major financial institutions. Other investments As of June 30, 2022 and December 31, 2021, other investments included the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Portfolio funds, at fair value (1) $ 122,356 $ 137,986 Carried interest (2) 38,181 88,925 Equity method investments (3) 32,603 47,200 $ 193,140 $ 274,111 (1) Portfolio funds, at fair value The portfolio funds, at fair value as of June 30, 2022 and December 31, 2021, included the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) HealthCare Royalty Partners LP (a)(*) $ 725 $ 832 HealthCare Royalty Partners II LP (a)(*) 1,255 1,259 Eclipse Ventures Fund I, L.P. (b) 5,645 5,829 Eclipse Ventures Fund II, L.P. (b) 2,508 2,354 Eclipse Continuity Fund I, L.P. (b) 1,521 1,641 Starboard Value and Opportunity Fund LP (c)(*) 44,829 49,252 Starboard Value and Opportunity Fund Ltd (c) (*) 2,484 2,732 Lagunita Biosciences, LLC (d) 3,984 5,671 Starboard Leaders Fund LP (e)(*) 2,575 2,823 Formation8 Partners Fund I, L.P. (f) 17,599 20,992 BDC Fund I Coinvest 1, L.P. (g) 1,250 1,250 Difesa Partners, LP (h) 918 1,017 Cowen Sustainable Investments I LP (i)(*) 11,753 13,102 Cowen Healthcare Investments II LP (i) (*) 9,650 13,055 Cowen Healthcare Investments III LP (i)(*) 6,536 8,426 Cowen Healthcare Investments IV LP (i)(*) 2,671 1,071 Eclipse SPV I, LP (j)(*) 1,445 1,445 TriArtisan ES Partners LLC (k)(*) 1,843 1,805 TriArtisan PFC Partners LLC (l)(*) 1,111 1,112 Ramius Merger Fund LLC (m)(*) 1,493 1,692 Other private investment (n)(*) 245 303 Other affiliated funds (o)(*) 316 323 $ 122,356 $ 137,986 * 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 22. (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) Each of Eclipse Ventures Fund I, L.P., Eclipse Ventures Fund II, L.P. and Eclipse Continuity Fund I, L.P. are venture capital funds which invests in early stage and growth stage hardware companies. Distributions will be made when the underlying investments are liquidated. (c) Starboard Value and Opportunity Fund LP and Starboard Value and Opportunity Fund Ltd are hedge funds with a focused and fundamental approach to investing in publicly traded US companies. Both funds permit quarterly withdrawals upon 90 days' notice. (d) Lagunita Biosciences, LLC, is 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. (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 investor's 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) BDC Fund I Coinvest 1, L.P. is a private equity fund focused on investing in growth companies in industries disrupted by digitization. Distributions will be made when the underlying investments are liquidated. (h) Difesa Partners, LP permits semi-annual withdrawals occurring on or after the anniversary of initial contribution upon 90 days written notice. (i) Cowen Sustainable Investments I LP, Cowen Healthcare Investments II LP, Cowen Healthcare Investments III LP and Cowen Healthcare Investments IV LP are private equity funds. Distributions are made from the fund when cash flows or securities are received from the underlying investments. Investors do not have redemption rights. (j) Eclipse SPV I, L.P. is a co-investment vehicle organized to invest in a private company focused on software-driven automation projects. Distributions will be made when the underlying investments are liquidated. (k) TriArtisan ES Partners LLC is a co-investment vehicle organized to invest in a privately held nuclear services company. Distributions will be made when the underlying investment is liquidated. (l) TriArtisan PFC Partners LLC is a co-investment vehicle organized to invest in a privately held casual dining restaurant chain. Distributions will be made when the underlying investment in liquidated. (m) Ramius Merger Fund LLC permits monthly withdrawals on 45 days prior notice. (n) Other private investment represents the Company's closed end investment in a portfolio fund that invests in a wireless broadband communication provider in Italy. (o) The majority of these investment funds are affiliates of the Company or are managed by the Company and the investors can redeem from these funds as investments are liquidated. (2) Carried interest The Company applies an accounting policy election to recognize incentive income allocated to the Company under an equity ownership model in other investments in the accompanying condensed consolidated statements of financial condition (see Note 2o). Carried interest allocated to the Company from certain portfolio funds represents Cowen's general partner capital accounts from those funds. These balances are subject to change upon cash distributions, additional allocations or reallocations back to limited partners within the respective funds. All carried interest balances are earned from affiliates of the Company. A portion of the Company's carried interest is granted to employees through profit sharing awards designed to more closely align compensation with the overall realized performance of the Company. These arrangements enable certain employees to earn compensation based on performance revenue earned by the Company and are recorded within compensation payable in the accompanying condensed consolidated statements of financial condition and employee compensation and benefits expense in the accompanying condensed consolidated statements of operation based on the probable and estimable payments under the terms of the awards. The carried interest as of June 30, 2022 and December 31, 2021, included the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Cowen Healthcare Investments II LP $ 14,098 $ 23,327 Cowen Healthcare Investments III LP 1,413 18,523 Cowen Sustainable Investments I LP 613 7,436 Cowen Sustainable Investments Offshore I LP 118 9,196 CSI I Prodigy Co-Investment LP 1,317 2,436 CSI PRTA Co- Investment LP 4,993 9,535 TriArtisan TGIF Partners LLC 4,283 4,047 TriArtisan ES Partners LLC 3,461 3,401 TriArtisan PFC Partners LLC 7,142 9,394 TriArtisan SBE Partners LLC 362 — Ramius Multi-Strategy Fund LP 261 587 Ramius Merger Fund LLC 1 861 RCG IO Renergys Sarl 119 136 Other affiliated funds — 46 $ 38,181 $ 88,925 (3) Equity method investments Equity method investments include investments held by the Company in several operating companies. 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. Included in equity method investments are the investments in (a) HealthCare Royalty Partners General Partners (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 investment funds and related managed accounts and (c) operating companies whose operations primarily include the day-to-day management of real estate entities. The Company recorded no impairment charges in relation to its equity method investments for the three and six months ended June 30, 2022 and 2021. The Company elected to use the cumulative earnings approach for the distributions it receives from its equity method investments. Under the cumulative earnings approach, any distributions received up to the amount of cumulative earnings are treated as return on investment and classified in operating activities within the cash flows. Any excess distributions would be considered as return of investments and classified in investing activities. The following table summarizes equity method investments held by the Company: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Starboard Value LP $ 25,778 $ 36,889 HealthCare Royalty GP III, LLC 1,714 1,957 HealthCare Royalty GP, LLC 1,355 1,451 HealthCare Royalty GP II, LLC 213 213 HealthCare Royalty GP IV, LLC 1,545 1,716 RCG Longview Debt Fund IV Management, LLC 331 331 HCR Overflow Fund GP, LLC 698 839 HCRP MGS Account Management, LLC 301 598 HCR Stafford Fund GP, LLC 418 2,955 Other 250 251 $ 32,603 $ 47,200 The Company's income (loss) from equity method investments was $3.5 million and $6.7 million for the three months ended June 30, 2022 and 2021 and $9.1 million and $19.4 million and for the six months ended June 30, 2022 and 2021, respectively, and is included in net gains (losses) on 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 t he 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. As of June 30, 2022 and December 31, 2021, securities sold, not yet purchased, at fair value consisted of the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Common stock $ 1,069,580 $ 1,192,396 Corporate bonds 37 37 Preferred stock 21,863 9,009 Warrants and rights 9 6 $ 1,091,489 $ 1,201,448 Securities purchased under agreements to resell/securities sold under agreements to repurchase and securities lending and borrowing transactions The following tables present the contractual gross and net securities borrowing and lending agreements and securities sold under agreements to repurchase and the related offsetting amount as of June 30, 2022 and December 31, 2021. Gross amounts not offset on the Condensed Consolidated Statements of Financial Condition Gross amounts recognized, net of allowance Gross amounts offset on the Condensed Consolidated Statements of Financial Condition (a) Net amounts included on the Condensed Consolidated Statements of Financial Condition Additional Amounts Available Financial instruments Cash Collateral pledged (b) Net amounts (dollars in thousands) As of June 30, 2022 Securities borrowed $ 1,574,854 $ — $ 1,574,854 $ — $ 1,483,593 $ — $ 91,261 Securities loaned 1,353,229 — 1,353,229 — 1,318,861 — 34,368 Securities purchased under agreements to resell 411 — 411 — 426 — (15) Securities sold under agreements to repurchase 177,052 — 177,052 — 218,368 — (41,316) As of December 31, 2021 Securities borrowed 1,704,603 — 1,704,603 — 1,652,007 — 52,596 Securities loaned 1,586,572 — 1,586,572 — 1,592,140 — (5,568) Securities sold under agreements to repurchase $ 63,469 $ — $ 63,469 $ — $ 74,443 $ — $ (10,974) (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 cash collateral held/posted. The following tables present gross obligations for securities loaned and securities sold under agreements to repurchase by remaining contractual maturity and class of collateral pledged as of June 30, 2022 and December 31, 2021: Open and Overnight Up to 30 days 31 - 90 days Greater than 90 days Total (dollars in thousands) As of June 30, 2022 Securities loaned Common stock $ 1,227,110 $ — $ — $ — $ 1,227,110 Corporate bonds 126,119 — — — 126,119 Securities purchased under agreements to resell U.S. Treasury securities 411 — — — 411 Securities sold under agreements to repurchase Common stock 30,242 — — — 30,242 Corporate bonds 94,801 — — — 94,801 U.S. Treasury securities 52,009 — — — 52,009 As of December 31, 2021 Securities loaned Common stock 1,570,835 — — — 1,570,835 Corporate bonds 15,737 — — — 15,737 Securities sold under agreements to repurchase Common stock $ — $ 20,906 $ 42,563 $ — $ 63,469 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, a re $8.1 billion and $672.1 million as of June 30, 2022 and $9.7 billion and $744.5 million as of December 31, 2021, respectively. The carrying value of the Company's exposure to loss for these variable interest entities as of June 30, 2022 was $123.1 million, and as of December 31, 2021 was $165.5 million, all of which is included in other investments, at fair value in the accompanying condensed consolidated statements of financial condition. Additionally, the Company's maximum exposure to loss for the variable interest entities noted above as of June 30, 2022 and December 31, 2021, was $190.1 million and $233.6 million, respective ly. The maximum exposure to loss often differs from the carrying value of exposure to loss of the variable interests. The maximum exposure to loss is dependent on the nature of the variable interests in the VIEs and is limited to the notional amounts of certain commitments and guarantees. b. Consolidated Funds Other investments, at fair value Investments in portfolio funds, at fair value As of June 30, 2022 and December 31, 2021, investments in portfolio funds, at fair value, included the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Investments of Enterprise LP $ 81,855 $ 99,067 $ 81,855 $ 99,067 Consolidated portfolio fund investments of Enterprise LP On May 12, 2010, the Company announced its intention to close its master fund, Ramius Enterprise Master Fund Ltd ("Enterprise Master"). Enterprise LP operated under a "master-feeder" structure up until January 1, 2019, when Enterprise Master distributed its capital to each feeder and was liquidated. As of June 30, 2022 and December 31, 2021, the consolidated investments in portfolio funds include Enterprise LP's investment in RCG Special Opportunities Fund, Ltd which is a portfolio fund that invests in a limited number of private equity investments directly as well as through affiliated portfolio funds. Indirect Concentration of the Underlying Investments Held by Consolidated Funds From time to time, either directly held by the Company, indirectly through the Company's consolidated entities 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 June 30, 2022 and December 31, 2021, 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 were two indirect concentrations that exceeded 5% of the Company's equity as of June 30, 2022 and one that exceeded 5% of the Company's equity at December 31, 2021. Through its investments in a Consolidated Fund and combined with direct Company investments, the Company maintained exposure to Linkem S.p.A which accounted for 5% or more of the Company's equity as of both December 31, 2021 and June 30, 2022. As of June 30, 2022, through its investments in a consolidated special purpose vehicle, the Company maintained exposure to Polysign, Inc which accounted for 5% or more of the Company's equity. Investment's percentage of the Company's stockholders' equity Issuer Security Type Country Industry Percentage of Stockholders' Equity Market Value (dollars in thousands) As of June 30, 2022 Linkem S.p.A. Equity, warrants, and shareholder loan Italy Wireless Broadband 7.72 % $ 80,790 As of June 30, 2022 Polysign, Inc Preferred - Series B and C United States of America Financial Technology 5.45 % $ 57,053 As of December 31, 2021 Linkem S.p.A. Equity and warrants Italy Wireless Broadband 8.22 % $ 83,537 |
Fair Value Measurements for Ope
Fair Value Measurements for Operating Entities and Consolidated Funds | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021: Assets at Fair Value as of June 30, 2022 Level 1 Level 2 Level 3 Netting (c) Total (dollars in thousands) Operating Entities Securities owned, at fair value Government bonds $ 12,475 $ — $ — $ — $ 12,475 Preferred stock 19,672 — 177,976 — 197,648 Common stock 1,671,543 680 42,262 — 1,714,485 Convertible bonds — — 11,886 — 11,886 Corporate bonds — 334,984 4,062 — 339,046 Trade claims — — 6,286 — 6,286 Term loan — 2,834 4,474 — 7,308 Warrants and rights 32,552 — 35,284 — 67,836 Private investments — 866 648 — 1,514 Receivable on derivative contracts, at fair value Futures 691 — — 691 Currency forwards — 695 — — 695 Equity swaps — 617,072 — (203,583) 413,489 Options 83,540 — 215 — 83,755 $ 1,820,473 $ 957,131 $ 283,093 $ (203,583) $ 2,857,114 Portfolio funds measured at net asset value (a) 122,356 Consolidated Funds' portfolio funds measured at net asset value (a) 81,855 Carried interest (a) 38,181 Equity method investments (a) 32,603 Total investments $ 3,132,109 Liabilities at Fair Value as of June 30, 2022 Level 1 Level 2 Level 3 Netting (c) Total (dollars in thousands) Operating Entities Securities sold, not yet purchased, at fair value Common stock $ 1,069,403 $ 177 $ — $ — $ 1,069,580 Corporate bonds — 37 — — 37 Preferred stock 21,863 — — — 21,863 Warrants and rights 9 — — — 9 Payable for derivative contracts, at fair value Currency forwards — 23 — — 23 Equity swaps — 113,533 — (95,323) 18,210 Interest rate swaps — 2,547 — — 2,547 Options 27,371 — 2,256 — 29,627 Accounts payable, accrued expenses and other liabilities Contingent consideration liability (b) — — 38,247 — 38,247 $ 1,118,646 $ 116,317 $ 40,503 $ (95,323) $ 1,180,143 (a) In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above 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 first quarter of 2019 (the acquisition of Quarton International AG "Quarton"), the fourth quarter of 2020 (the acquisition of MHT Partners, LP "MHT") and the fourth quarter of 2021 (the acquisition of Portico Capital Advisors "Portico"), 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 through December 31, 2024. For all acquisitions the Company estimated the contingent consideration liabilities using a combination of Monte Carlo and Discounted Cash Flow methods which require 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 for the Quarton acquisition can range from $12.5 million to $14.9 million. The undiscounted amounts for the MHT acquisition have no minimum or maximum as it is calculated based on revenue. The undiscounted amounts for the Portico acquisition can range from zero to $58.0 million. (c) Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments. Assets at Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Netting (c) Total (dollars in thousands) Operating Entities Securities owned, at fair value Government bonds $ 16,002 $ — $ — $ — $ 16,002 Preferred stock 12,299 — 122,631 — 134,930 Common stock 2,396,041 121 32,658 — 2,428,820 Convertible bonds — — 5,250 — 5,250 Corporate bonds — 19,049 2,419 — 21,468 Trade claims — — 3,496 — 3,496 Term loan — 3,907 — — 3,907 Private investments — — 410 — 410 Warrants and rights 31,056 — 15,403 — 46,459 Receivable on derivative contracts, at fair value Currency forwards — 80 — — 80 Equity swaps — 305,370 — (81,742) 223,628 Options 60,985 — 234 — 61,219 Interest rate swap — 1,208 — — 1,208 $ 2,516,383 $ 329,735 $ 182,501 $ (81,742) $ 2,946,877 Portfolio funds measured at net asset value (a) 137,986 Consolidated Funds' portfolio funds measured at net asset value (a) 99,067 Carried interest (a) 88,925 Equity method investments (a) 47,200 Total investments $ 3,320,055 Liabilities at Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Netting (c) Total (dollars in thousands) Operating Entities Securities sold, not yet purchased, at fair value Common stock $ 1,192,396 $ — $ — $ — $ 1,192,396 Corporate bonds — 37 — — 37 Preferred stock 9,009 — — — 9,009 Warrants and rights 6 — — — 6 Payable for derivative contracts, at fair value Futures 266 — — — 266 Currency forwards — 1,346 — — 1,346 Equity swaps — 114,689 — (92,330) 22,359 Options 32,773 — 3,419 — 36,192 Accounts payable, accrued expenses and other liabilities Contingent consideration liability (b) — — 62,223 — 62,223 $ 1,234,450 $ 116,072 $ 65,642 $ (92,330) $ 1,323,834 (a) In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above 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 first quarter of 2019 (the Quarton acquisition), the fourth quarter of 2020 (the MHT acquisition) and the fourth quarter of 2021 (the Portico acquisition), 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 through December 31, 2024. For all acquisitions the Company estimated the contingent consideration liabilities using a combination of Monte Carlo and Discounted Cash Flow methods which require 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 for the Quarton acquisition can range from $10.1 million to $25.0 million. The undiscounted amounts for the MHT acquisition have no minimum or maximum as it is calculated based on revenue. The undiscounted amounts for the Portico acquisition can range from zero to $58.0 million. (c) Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments. The following table includes a roll forward of the amounts for the three and six months ended June 30, 2022 and 2021 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 June 30, 2022 Balance at March 31, 2022 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at June 30, 2022 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 169,701 $ — $ — $ 16,723 $ — $ (8,448) $ 177,976 $ (8,448) Common stock 39,831 — — 4,013 (13) (1,569) 42,262 (1,578) Convertible bonds 5,250 — — 6,636 — — 11,886 — Corporate bonds 2,426 1,082 (c) — 560 (9) 3 4,062 3 Options, asset 228 — — — — (13) 215 (13) Options, liability 3,079 — — — — (823) 2,256 (823) Term Loan — — — 4,452 — 22 4,474 22 Warrants and rights 18,557 — — 656 (84) 16,155 35,284 16,333 Trade claims 4,840 — — 1,995 (629) 80 6,286 (861) Private investments 550 — — — (25) 123 648 99 Contingent consideration liability 57,339 — — — (19,092) — 38,247 — Three Months Ended June 30, 2021 Balance at March 31, 2021 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at June 30, 2021 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 56,476 $ — $ — $ 46,801 $ — $ 2,193 $ 105,470 $ 2,193 Common stock 22,706 3,409 (b) — 6,246 (5,086) 14,325 41,600 14,820 Convertible bonds 3,137 — — 4,777 (3,000) 4,798 9,712 4,799 Corporate bonds 136 — — 12 (55) 14 107 20 Options, asset 241 — — — — 3 244 3 Options, liability 3,297 — — — — 322 3,619 322 Term Loan 12,424 — — — — 139 12,563 139 Warrants and rights 7,924 2,928 (b) — — (404) 1,183 11,631 1,348 Trade claims 5,905 — — 813 (88) (911) 5,719 (2,923) Private investments 1,085 — — — (419) — 666 — Corporate bond, liability 415 — — — (110) (305) — — Government bonds, liability 522 — — — (291) (231) — — Contingent consideration liability 19,579 — — — — 5,231 24,810 5,231 Consolidated Funds Common stock 2,951 (4,000) (b) — — — 1,049 — — Warrants and rights 5,329 — — — (3,777) (1,552) — — Six Months Ended June 30, 2022 Balance at December 31, 2021 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at June 30, 2022 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 122,631 $ — $ — $ 20,164 $ (1,100) $ 36,281 $ 177,976 $ 36,281 Common stock 32,658 — — 6,031 (46) 3,619 42,262 3,609 Convertible bonds 5,250 — — 6,636 — — 11,886 — Corporate bond 2,419 1,082 (c) — 560 (9) 10 4,062 10 Options, asset 234 — — — — (19) 215 (19) Options, liability 3,419 — — — — (1,163) 2,256 (1,163) Term loan — — — 4,452 — 22 4,474 22 Warrants and rights 15,403 — — 1,069 (84) 18,896 35,284 19,074 Trade claims 3,496 — — 3,661 (1,244) 373 6,286 (568) Private investments 410 — — 353 (275) 160 648 135 Contingent consideration liability 62,223 — — — (29,168) 5,192 38,247 5,192 Six Months Ended June 30, 2021 Balance at December 31, 2020 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at June 30, 2021 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 59,967 $ — $ — $ 48,659 $ (4,651) $ 1,495 $ 105,470 $ (1,830) Common stock 23,786 3,409 (b) (5,354) (a) 9,472 (6,473) 16,760 41,600 16,498 Convertible bonds 6,040 — — 5,827 (6,930) 4,775 9,712 4,776 Corporate Bond, asset 135 — — 82 (103) (7) 107 (29) Options, asset 251 — — — — (7) 244 (7) Options, liability 3,915 — — — — (296) 3,619 (296) Warrants and rights 6,547 2,928 (b) — 3,406 (1,610) 360 11,631 504 Term Loan 12,623 — — 322 — (382) 12,563 (382) Trade claim 8,713 — — 2,191 (4,304) (881) 5,719 (1,902) Private investments 642 — — 443 (419) — 666 — Corporate bond, liability 704 — — — (399) (305) — — Government bonds, liability 1,500 — — — (1,569) 69 — — Contingent consideration liability 37,952 — — — (11,312) (1,830) 24,810 (1,830) Consolidated Funds Common stock 2,951 (4,000) (b) — — — 1,049 — — Warrants and rights 5,806 — — — (4,447) (1,359) — — (1) Unrealized gains/losses are reported in Investment income - Securities principal transactions, net in the accompanying condensed consolidated statements of operations. (a) The entity in which the Company is invested completed an initial public offering. (b) Fair market value derived using models and private transactions. (c) The transfers between level 1, level 2 and level 3 are due to the change in the availability of observable inputs. 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 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. The following table includes quantitative information as of June 30, 2022 and December 31, 2021 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 June 30, 2022 Valuation Techniques Unobservable Inputs Range Weighted Average Level 3 Assets (dollars in thousands) Common and preferred stocks $ 172,521 Discounted cash flows Guideline companies Discount rate EBITDA Market Multiples 12.5% - 40% 4.2x - 7.9x 28.3% 6.6x Options 215 Discounted cash flows Guideline companies Discount rate EBITDA Market Multiples 12.5% - 13.5% 6.25x - 6.75x 13.5% 6.5x Trade claims 1,925 Discounted cash flows Discount rate 54% 54% Warrants and rights 15,378 Discounted cash flows Guideline companies Option pricing model Discount rate EBITDA Market Multiples Volatility 12.5% - 13.5% 6.25x - 6.75x 56.2% - 140% 13.5% 6.5x 80.6% Other level 3 assets (a) 93,054 Total level 3 assets $ 283,093 Level 3 Liabilities Options 2,256 Option pricing model Discount rate Volatility 2.99% 35% 2.99% 35% Contingent consideration liability 38,247 Discounted cash flows Monte Carlo simulation Discount rate Volatility 9% - 16% 17% - 21% 13% 19.1% Total level 3 liabilities $ 40,503 Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, 2021 Valuation Techniques Unobservable Inputs Range Weighted Average Level 3 Assets (dollars in thousands) Common and preferred stocks $ 76,491 Discounted cash flows Guideline companies Discount rate EBITDA Market Multiples 12.5% - 20% 6.25x - 6.75x 13% 6.5x Trade claims 2,376 Discounted cash flows Discount rate 40% 40% Warrants and rights 4,483 Discounted cash flows Guideline companies Option pricing model Discount rate EBITDA Market Multiples Volatility 12.5% - 13.5% 6.25x - 6.75x 90% - 100% 13% 6.5x 95% Options 234 Discounted cash flows Guideline companies Discount rate EBITDA Market Multiples 12.5% - 13.5% 6.25x - 6.75x 13% 6.5x Other level 3 assets (a) 98,917 Total level 3 assets $ 182,501 Level 3 Liabilities Options 3,419 Option pricing model Volatility 35% 35% Contingent consideration liability 62,223 Discounted cash flows Monte Carlo simulation Discount rate Volatility 7% - 15% 20% - 24% 12% 22% Total level 3 liabilities $ 65,642 (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, procedures and internal control infrastructure over the fair value measurement of financial instruments. In the event that observable inputs are not available, the control processes are designed to ensure that the valuation approach utilized is applicable, reasonable and consistently applied. Where a pricing model is used to determine fair value, these control processes include reviews of the methodology and inputs for both reasonableness and applicability. Consistent with best practices, recently executed comparable transactions and other observable market data are used for the purposes of validating both the model and the assumptions used to calculate fair value. Independent of trading and valuation functions, the Company’s valuation committee in conjunction with its price verification team, plays an important role in determining that financial instruments are appropriately valued and that fair value measurements are both reasonable and reliable. This is particularly important where prices or valuations that require inputs are less observable. 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. 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 regularly reviews a 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. 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 June 30, 2022 and December 31, 2021, 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 2e). June 30, 2022 December 31, 2021 Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value (dollars in thousands) Financial Assets Operating companies Cash and cash equivalents $ 926,768 $ 926,768 $ 914,343 $ 914,343 Level 1 Cash collateral pledged 145,570 145,570 47,494 47,494 Level 2 Segregated cash 198,772 198,772 194,701 194,701 Level 1 Securities purchased under agreements to resell 411 411 — — Level 2 Securities borrowed 1,574,854 1,574,854 1,704,603 1,704,603 Level 2 Loans receivable 5,130 5,130 (b) 4,858 4,858 (b) Level 3 Consolidated Funds Cash and cash equivalents 25 25 296 296 Level 1 Financial Liabilities Securities sold under agreements to repurchase 177,052 177,052 63,469 63,469 Level 2 Securities loaned 1,353,229 1,353,229 1,586,572 1,586,572 Level 2 Notes payable and other debt 623,792 (c) 613,604 (a) 623,371 (c) 655,229 (a) Level 2 (a) Notes payable and other debt are based on the last broker quote available. (b) The fair market value of level 3 loans is calculated using discounted cash flows where applicable. |
Deposits with Clearing Organiza
Deposits with Clearing Organizations, Brokers and Banks | 6 Months Ended |
Jun. 30, 2022 | |
Deposits with Clearing Organizations, Brokers and Banks [Abstract] | |
Deposits with Clearing Organizations, Brokers and Banks | Deposits with Clearing Organizations, Brokers and BanksUnder the terms of agreements between the Company and some of its clearing organizations, brokers and banks, balances owed are collateralized by certain of the Company's cash and securities balances. As of June 30, 2022 and December 31, 2021, the Company had a total of $90.9 million and $111.9 million, respectively, in deposit accounts with clearing organizations, brokers and banks that could be used as collateral to offset losses incurred by the clearing organizations, brokers and banks, on behalf of the Company's activities, if such losses were to occur. |
Receivables from and payables t
Receivables from and payables to brokers, dealers and clearing organizations | 6 Months Ended |
Jun. 30, 2022 | |
Brokers and Dealers [Abstract] | |
Receivables From and Payables to Brokers, Dealers and Clearing Organizations | Receivable From and Payable To Brokers, Dealers and Clearing Organizations Receivable from and payable to brokers, dealers and clearing organizations includes cash held at the clearing brokers, amounts receivable or payable for unsettled transactions, monies borrowed and proceeds from short sales equal to the fair value of securities sold, not yet purchased, at fair value, which are restricted until the Company purchases the securities sold short. Pursuant to the master netting agreements the Company entered into with its brokers, dealers and clearing organizations, these balances are presented net (assets less liabilities) across balances with the same counterparty. The Company's receivable from and payable to brokers, dealers and clearing organizations balances are held at multiple financial institutions. As of June 30, 2022 and December 31, 2021, amounts receivable from brokers, dealers and clearing organizations include: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Broker-dealers $ 1,607,034 $ 1,533,713 Securities failed to deliver 63,471 17,851 Clearing organizations 40,871 56,075 Securities borrowed/loaned interest receivable 7,390 6,708 $ 1,718,766 $ 1,614,347 As of June 30, 2022 and December 31, 2021, amounts payable to brokers, dealers and clearing organizations include: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Broker-dealers $ 602,229 $ 483,112 Securities failed to receive 34,943 57,894 Clearing organizations 72,355 37,925 Securities borrowed/loaned interest payable 10,445 7,622 $ 719,972 $ 586,553 |
Receivable from and Payable to
Receivable from and Payable to Customers | 6 Months Ended |
Jun. 30, 2022 | |
Receivables and Payable to Customers [Abstract] | |
Receivable from and Payables to Customers [Text Block] | Receivable From and Payable To CustomersAs of June 30, 2022 and December 31, 2021, receivable from customers of $216.9 million and $159.4 million, respectively, consist of amounts owed by customers relating to securities transactions not completed on settlement date and receivables arising from prepaid research. As of June 30, 2022 and December 31, 2021, payable to customers of $2.4 billion and $2.4 billion, respectively, include amounts due on cash and margin transactions to the Company's clients, some of which have their assets held by a Company omnibus account, which are included within receivables from brokers, dealers and clearing organizations in the accompanying condensed consolidated statements of financial condition. In the omnibus structure, positions that are owned by Cowen International Ltd are fully cross collateralized by client funds, meaning that the Company does not have market risk. Additionally, Cowen International Ltd has no obligation to settle any trade that it deems inappropriate from a risk perspective, adding an important market and counterparty risk mitigating factor. |
Commission Management Payable
Commission Management Payable | 6 Months Ended |
Jun. 30, 2022 | |
Commission Management Payable [Abstract] | |
Commission Management Payable | Commission Management PayableThe Company receives a gross commission from various brokers, which is then used to fund commission sharing and recapture arrangements, less the portion retained as income to the Company. Accrued commission sharing and commission recapture payable of $128.6 million and $103.0 million, as of June 30, 2022 and December 31, 2021, respectively, are classified as commission management payable in the accompanying condensed consolidated statements of financial condition. |
Convertible Debt and Notes Paya
Convertible Debt and Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Notes Payable | Convertible Debt and Notes Payable As of June 30, 2022 and December 31, 2021, the Company's outstanding debt was as follows: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Notes payable $ 174,264 $ 174,015 Term loan 433,661 435,147 Other notes payable 14,737 12,537 Finance lease obligations 1,130 1,672 $ 623,792 $ 623,371 Convertible Debt December 2022 Convertible Notes The Company, on December 14, 2017, issued $135.0 million aggregate principal amount of 3.00% convertible senior notes due December 2022 (the “December 2022 Convertible Notes”). The December 2022 Convertible Notes have a final maturity date of December 15, 2022 unless earlier repurchased by the Company or converted by the holder in accordance with their terms prior to such date. The interest on the December 2022 Convertible Notes is payable semi-annually on December 15 and June 15 of each year. The December 2022 Convertible Notes are senior unsecured obligations of Cowen. The December 2022 Convertible Notes were issued with an initial conversion price of $17.375 per share of Cowen's Class A common stock. Pursuant to the indenture governing the December 2022 Convertible Notes, conversions of the December 2022 Convertible Notes will be settled by the delivery and/or payment, as the case may be, of Cowen’s Class A Common Stock, cash, or a combination thereof, at the Company's election. The Company recognized the embedded cash conversion option at issuance date fair value, which also represents the initial unamortized discount on the December 2022 Convertible Notes of $23.4 million and is shown net in convertible debt in the accompanying condensed consolidated statements of financial condition. On June 26, 2018, the Company received shareholder approval for the Company to settle the December 2022 Convertible Notes entirely in Class A common stock. Upon receiving shareholder approval, the Company reclassified the separately recognized conversion option from a derivative liability to equity. During December 2020, the Company repurchased and extinguished $46.9 million of the outstanding principal amount of the December 2022 Convertible Notes for cash consideration of $70.5 million. In conjunction with the partial extinguishment of the December 2022 Convertible Notes, the Company accelerated the pro rata unamortized discount of $3.6 million and capitalized debt issuance costs of $0.4 million. The Company allocated $29.6 million of the cash consideration paid to the extinguishment of the equity component of the December 2022 Convertible Notes. The Company recognized $2.7 million of gain on debt extinguishment. On March 24, 2021, the Company issued a redemption notice announcing that the Company would redeem all of the December 2022 Convertible Notes, and provided holders the option to elect to settle the as-converted value of the December 2022 Convertible Notes as allowed under the terms of the December 2022 Convertible Notes. As a result of the Company’s call for redemption of the December 2022 Convertible Notes, the December 2022 Convertible Notes were convertible, at the option of the holder at any time prior to June 22, 2021, the second business day prior to the December 2022 Convertible Notes' Redemption Date. On June 24, 2021 (the "Redemption Date"), the Company redeemed all of the outstanding principal amount of the December 2022 Convertible Notes. The redemption amount was determined based on the holders election to convert, which allowed for either 100.00% of the principal amount thereof plus accrued and unpaid interest on such principal amount up to June 15, 2021, to, but not including the Redemption Date of the December 2022 Convertible Notes, or the value of the Company's Class A common stock to be issued on conversion. The settlement method for the December 2022 Convertible Notes was $88.1 million in cash, (the outstanding principal amount of the December 2022 Convertible Notes) and 2,938,841 shares of the Company’s Class A common stock, (the remainder of the conversion obligation in excess of the principal amount). The conversion rate on the December 2022 Convertible Notes on the Redemption Date was 33.35 shares of the Company’s Class A common stock per $1,000.00 principal amount of December 2022 Convertible Notes c onverted. In conjunction with the redemption of the remaining December 2022 Convertible Notes, the Company accelerated the pro rata unamortized discount of $5.1 million and capitalized debt issuance costs of $0.5 million. Amortization on the discount, included within interest and dividends expense in the accompanying condensed consolidated statements of operations is $0.7 million for the three months ended June 30, 2021, and $1.5 million for the six months ended June 30, 2021, based on an effective interest rate of 7.13%. The Company capitalized the debt issuance costs in the amount of $2.2 million, which is a direct deduction from the carrying value of the debt and was amortized over the life of the December 2022 Convertible Notes in interest and dividends expense in the accompanying condensed consolidated statements of operations. The Company recorded interest expense of $0.6 million for the three months ended June 30, 2021 and $1.3 million for the six months ended June 30, 2021. Notes Payable May 2024 Notes On May 7, 2019, the Company completed its private placement of $53.0 million aggregate principal amount of 7.25% senior notes due May 2024 (the "May 2024 Notes") with certain institutional investors. On September 30, 2019, the Company issued an additional $25.0 million of the same series of notes. The additional May 2024 Notes were purchased at a premium of $0.5 million, which is shown net in notes payable in the accompanying condensed consolidated statement of financial condition. To date the May 2024 Notes have maintained their initial private rating. Interest on the May 2024 Notes is payable semi-annually in arrears on May 6 and November 6. The Company recorded interest expense of $1.4 million and $1.4 million for the three months ended June 30, 2022 and 2021 and $2.8 million and $2.8 million for the six months ended June 30, 2022 and 2021, respectively. The Company capitalized debt issuance costs of approximately $1.5 million in May 2019 and $0.6 million in September 2019, which is a direct deduction from the carrying value of the debt and will be amortized over the life of the May 2024 Notes in interest and dividends expense in the accompanying condensed consolidated statements of operations. June 2033 Notes On June 11, 2018, the Company completed its public offering of $90.0 million of 7.75% senior notes due June 2033 (the "June 2033 Notes") and subsequently the underwriters exercised in full their option to purchase an additional $10.0 million principal amount of the June 2033 Notes. Interest on the June 2033 Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15. The Company recorded interest expense of $1.9 million and $1.9 million for the three months ended June 30, 2022 and 2021 and $3.9 million and $3.9 million and for the six months ended June 30, 2022 and 2021, respectively. The Company capitalized debt issuance costs of approximately $3.6 million which is a direct deduction from the carrying value of the debt and will be amortized over the life of the June 2033 Notes in interest and dividends expense in the accompanying condensed consolidated statements of operations. December 2027 Notes On December 8, 2017, the Company completed its public offering of $120.0 million of 7.35% senior notes due December 2027 (the "December 2027 Notes") and subsequently the underwriters exercised in full their option to purchase an additional $18.0 million principal amount of the December 2027 Notes. Interest on the December 2027 Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15. The Company recorded interest expense of $2.5 million for the six months ended June 30, 2021. The Company capitalized debt issuance costs of approximately $5.0 million which is a direct deduction from the carrying value of the debt and will be amortized over the life of the December 2027 Notes in interest and dividends expense in the accompanying condensed consolidated statements of operations. The net proceeds of the offering, after deducting the underwriting discount and estimated offering expenses payable by the Company were used to redeem all of its 8.25% senior notes due October 2021 and for general corporate purposes. On March 24, 2021, the Company delivered payment of and discharged all $138.0 million outstanding aggregate principal of the December 2027 Notes plus accrued and unpaid interest through the effective redemption date of April 23, 2021. In conjunction with the extinguishment of the December 2027 Notes, the Company accelerated the pro-rata capitalized debt issuance costs. For the six months ended June 30, 2021, the Company recognized $4.4 million of loss on debt extinguishment. respectively. Term Loan March 2028 Term Loan On March 24, 2021, the Company borrowed $300 million of first lien term loan due March 24, 2028. On December 15, 2021, the Company borrowed an additional $150 million first lien term loan under the same terms and conditions as, and fungible with, the initial first lien term loan (collectively, the “March 2028 Term Loan”). The aggregate amount borrowed under the March 2028 Term Loan is $450 million. The March 2028 Term Loan bears interest at an annual rate equal to, at the option of the Company, either the (a) London Inter-bank Offered Rate ("LIBOR") (adjusted for reserves and subject to a floor of 0.75%) plus a margin of 3.25% or (b) an alternate base rate plus a margin of 2.25%. The Company is required to pay amortization of approximately 1.00% per annum of the original principal amount of the March 2028 Term Loan. Additionally, the Company has entered into an interest rate swap to offset the floating interest rate of the March 2028 Term Loan (See Note 6). The obligations of the Company for the March 2028 Term Loan are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries (excluding its broker-dealer subsidiaries) (the “Guarantors”) and secured by substantially all of the assets of the Company and the Guarantors, subject in each case to certain customary exceptions. The terms of the March 2028 Term Loan contain customary affirmative and negative covenants, subject to certain customary exceptions, thresholds, qualifications and “baskets”. Proceeds from the March 2028 Term Loan were used to (i) satisfy and discharge and redeem the Company’s 2027 Senior Notes, (ii) redeem the Company’s December 2022 Convertible Notes that remained outstanding as of March 31, 2021 and pay the cash settlement amount in connection with the conversion of December 2022 Convertible Notes prior to that redemption date, and (iii) for the payment of fees, commissions, premiums, expenses and other transaction costs (including original issue discount or upfront fees) payable in connection with the transactions related thereto. As of June 30, 2022, the outstanding principal amount of the March 2028 Term Loan was $444.4 million. Interest expense for the March 2028 Term Loan was $5.3 million and $3.0 million for the three months ended June 30, 2022 and 2021 and $9.8 million and $3.2 million for the six months ended June 30, 2022 and 2021, based on an effective interest rate of 4.46%. In March 2021, the Company capitalized debt issuance costs of approximately $6.6 million and initial unamortized discount of $1.5 million related to the March 2028 Term Loan which is a direct deduction from the carrying value of the debt and will be amortized over the life of the March 2028 Term loan in interest and dividends expense in the accompanying condensed consolidated statements of operations. In December 2021, the Company capitalized debt issuance costs of approximately $2.7 million and unamortized discount of $1.5 million related to the additional borrowing of $150 million which is a direct deduction from the carrying value of the debt and will be amortized over the life of the March 2028 Term loan in interest and dividends expense in the accompanying condensed consolidated statements of operations. The U.K. Financial Conduct Authority, which regulates LIBOR, has announced that all US Dollar LIBOR settings will either cease to be provided by any administrator or no longer be representative as of June 30, 2023. As the March 2028 Term Loan represents the Company’s only significant exposure to LIBOR as of March 31, 2022, the transition to an alternative Inter-bank Offer Rate is not expected to have a material impact on Company's condensed consolidated financial statements. Other Notes Payable During January 2022, the Company borrowed $4.0 million to fund insurance premium payments. This note had an effective interest rate of 2.01% and is due in December 2022, with monthly payment requirements of $0.4 million. As of June 30, 2022, the outstanding balance note was $2.2 million. Interest expense for the three and six months ended June 30, 2022 was insignificant. On September 30, 2020, the Company borrowed $72.0 million from Purple Protected Asset S-81 ("PPA S-81"), a Luxembourg entity unrelated to Cowen. The Company repaid $60.0 million of the PPA S-81 loan in June 2021. The loan is payable on September 30, 2023, had an initial interest rate of 1.4 times the Secured Overnight Financing Rate ("SOFR") plus 6.07% until December 31, 2020 and 1.4 times the SOFR plus 5.8% until June 30, 2021 and 3.65 times the SOFR plus 4.0% thereafter with quarterly interest payments. The loan obligation, as well as a loan issued by The Military Mutual Ltd (a United Kingdom company unrelated to Cowen) with principal of $28.4 million that was sold by Cowen Re to PPA S-81 at fair value for no gain or loss on September 30, 2020, are fully cash collateralized through a reinsurance policy provided by Cowen Re which is reflected in cash collateral pledged in the condensed consolidated statements of financial condition as of December 31, 2020 (see Notes 4 and 18). The Company capitalized debt issuance costs of approximately $1.7 million which is a direct deduction from the carrying value of the loan and will be amortized over the life of the loan in interest and dividends expense shown in the accompanying condensed consolidated statements of operations. The Company recorded interest expense $0.5 million and $1.0 million for the three months ended June 30, 2022 and 2021 and $1.0 million and $2.1 million for the six months ended June 30, 2022 and 2021, respectively, related to its loan payable to PPA S-81. During November 2019, the Company borrowed $2.6 million to fund general corporate capital expenditures. This note had an effective interest rate of 6% and is due in November 2024, with monthly payment requirements of $0.1 million. As of June 30, 2022, the outstanding balance on this note was $1.3 million. Interest expense for the three months ended June 30, 2022 and 2021 was insignificant. Interest expense for the six months ended June 30, 2022 and 2021 was $0.1 million, respectively. Finance Lease Obligations The Company has entered into various finance leases for computer equipment. These finance lease obligations are included in notes payable and other debt in the accompanying condensed consolidated statements of financial condition. For the six months ended June 30, 2022 and 2021, quantitative information regarding the Company's finance lease obligations reflected in the accompanying condensed consolidated statements of operations, the supplemental cash flow information and certain other information related to finance leases were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Lease cost Finance lease cost: Amortization of finance lease right-of-use assets $ 301 $ 318 $ 625 $ 627 Interest on lease liabilities $ 16 $ 31 $ 35 $ 65 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 35 $ 65 Financing cash flows from finance leases $ 594 $ 856 Weighted average remaining lease term - operating leases (in years) 1.57 2.08 Weighted average discount rate - operating leases 4.62 % 4.73 % Annual scheduled maturities of debt and minimum payments (of principal and interest) for all debt outstanding as of June 30, 2022, are as follows: Notes Payable Term Loan Other Notes Payable Finance Lease (dollars in thousands) 2022 $ 6,703 $ 12,768 $ 3,380 $ 506 2023 13,405 25,206 12,593 500 2024 88,578 25,050 543 100 2025 7,750 24,782 — 51 2026 7,750 24,570 — 12 Thereafter 150,375 448,395 — — Subtotal 274,561 560,771 16,516 1,169 Less (a) (100,297) (127,110) (1,779) (39) Total $ 174,264 $ 433,661 $ 14,737 $ 1,130 (a) Amount necessary to reduce net minimum payments to present value calculated at the Company's implicit rate at inception. This amount also includes capitalized debt costs and the unamortized discount on the Company's convertible debt. Letters of Credit As of June 30, 2022, t he Company has seven 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 pledged cash collateral for reins urance agreements (See Note 4). To the extent any letter of credit is drawn upon, interest will be assessed at the prime commercial lending rate. As of June 30, 2022 and December 31, 2021, there were no amounts due related to these letters of credit. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.01 per share. Subject to the rights of holders of any outstanding preferred stock, the number of authorized shares of preferred stock may be increased or decreased by the affirmative vote of the holders of a majority of the shares entitled to vote on such matters, but in no instance can the number of authorized shares be reduced below the number of shares then outstanding. The Company's amended and restated certificate of incorporation permits the Company to issue up to 10,000,000 shares of preferred stock in one or more series with such designations, titles, voting powers, preferences and rights and such qualifications, limitations and restrictions as may be fixed by the board of directors of the Company without any further action by the Company's stockholders. The Company's board of directors may increase or decrease the number of shares of any series of preferred stock following the issuance of that series of preferred stock, but in no instance can the number of shares of a series of preferred stock be reduced below the number of shares of the series then outstanding. On May 19, 2015, the Company completed its offering of 120,750 shares of 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. The Company declared and paid a cash dividend in respect of the Series A Convertible Preferred Stock of $1.7 million and $3.4 million for the three and six months ended June 30, 2022 and 2021. 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 dividend rights and rights upon the Company's involuntary liquidation, dissolution or winding down. Upon issuance, each share of Series A Convertible Preferred Stock was convertible, at the option of the holder, into a number of shares of the Company's Class A common stock equal to the liquidation preference of $1,000.00 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, when the Company's capped call option expired, the Company was able to 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 dividends to the Company's Class A common shareholders or a share split or combination. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholder's Equity The Company is authorized to issue 125,000,000 shares of common stock, which shall consist of 62,500,000 shares of Class A common stock, par value $0.01 per share, and 62,500,000 shares of Class B common stock, par value $0.01 per share. Subject to the rights of holders of any outstanding preferred stock, the number of authorized shares of common stock may be increased or decreased by the affirmative vote of the holders of a majority of the shares entitled to vote on such matters, but in no instance can the number of authorized shares be reduced below the number of shares then outstanding. The certificate of incorporation of the Company provides for two classes of common stock, and for the conversion of each class into the other, to provide a mechanism by which holders of Class A common stock of the Company who may be limited in the amount of voting common stock of the Company they can hold pursuant to federal, state or foreign bank laws, to convert their shares into non-voting Class B common stock to prevent being in violation of such laws. Each holder of Class A common stock is entitled to one vote per share in connection with the election of directors and on all other matters submitted to a stockholder vote, provided, however, that, except as otherwise required by law, holders of Class A common stock are not entitled to vote on any amendment to the Company's amended and restated certificate of incorporation that relates solely to the terms of one or more outstanding series of the Company's preferred stock, if holders of the preferred stock series are entitled to vote on the amendment under the Company's certificate of incorporation or Delaware law. No holder of Class A common stock may accumulate votes in voting for directors of the Company. No holder of Class B common stock is entitled to vote except as otherwise provided by law, provided however that the Company must obtain the consent of a majority of the holders of Class B common stock to effect any amendment, alteration or repeal of any provision of the Company's amended and restated certificate of incorporation or amended and restated by-laws that would adversely affect the voting powers, preferences or rights of holders of Class B common stock. Except as otherwise provided by law, Class B common stock shares will not be counted as shares held by stockholders for purposes of determining whether a vote or consent has been approved or given by the requisite percentage of shares. Each share of Class A common stock is convertible at the option of the holder and at no cost into one share of Class B common stock, and each share of Class B common stock is convertible at the option of the holder and at no cost into one share of Class A common stock. The conversion ratios will be adjusted proportionally to reflect any stock split, stock dividend, merger, reorganization, recapitalization or other change in the Class A common stock and Class B common stock. Upon conversion, converted shares resume the status of authorized and unissued shares. Subject to the preferences of the holders of any of the Company's preferred stock that may be outstanding from time to time, each share of Class A common stock and Class B common stock will have an equal and ratable right to receive dividends and other distributions in cash, property or shares of stock as may be declared by the Company's board of directors out of assets or funds legally available for the payment of dividends and other distributions. In the event of the liquidation, dissolution or winding up of the Company, subject to the preferences of the holders of any preferred stock of the Company that may be outstanding from time to time, holders of Class A common stock and Class B common stock will be entitled to share equally and ratably in the assets available for distribution to the Company's stockholders. There are no redemption or sinking fund provisions applicable to the Class A or the Class B common stock. Embedded Cash Conversion Option on the December 2022 Convertible Notes Upon issuance of the December 2022 Convertible Notes (see Note 12), the Company recognized the embedded cash conversion option at fair value of $23.4 million which was valued as of June 26, 2018 at $29.0 million. On June 26, 2018, the Company received shareholder approval for the Company to settle the December 2022 Convertible Notes entirely in Class A common stock. Upon receiving shareholder approval, the Company reclassified the separately recognized conversion option from a derivative liability to equity. The Company allocated $29.6 million of the cash consideration paid on the December 2020 partial extinguishment of the Convertible Notes (see Note 12) to this equity component. The Company redeemed all of the remaining December 2022 Convertible Notes on June 24, 2021. Cash Dividends to Common Stockholders During the first quarter of 2020, the Company began the declaration of a quarterly cash dividend payable on its common stock. During February 2021, the Company's Board of Directors declared a cash dividend of $0.08 per share of Class A common stock. During April 2021, July 2021 and October 2021, the Company's Board of Directors declared a cash dividend of $0.10 per share of Class A common stock. During February 2022 and April 2022, the Company's Board of Directors declared a cash dividend of $0.12 per share of Class A common stock. Dividends are payable on all outstanding shares of Class A common stock and on granted but unvested shares of Class A common stock under the Equity Plans on the date of record (See Note 19). During the three and six months ended June 30, 2022, the Company paid $3.7 million and $7.6 million of cash dividends to its holders of Class A common stock. Treasury Stock Treasury stock of $591.1 million as of June 30, 2022, compared to $547.1 million as of December 31, 2021, resulted from $16.6 million acquired through repurchases of shares to cover employee minimum tax withholding obligations related to stock compensation vesting events under the Equity Plans or other similar transactions and $27.4 million purchased in connection with a share repurchase program. The following represents the activity relating to the treasury stock held by the Company during the six months ended June 30, 2022: Treasury Stock Shares Cost Average Cost per Share Balance outstanding at December 31, 2021 28,047,929 $ 547,112 $ 19.51 Shares purchased for minimum tax withholding under the 2010 and 2020 Equity Plans or other similar transactions 551,199 16,562 30.05 Purchase of treasury stock 919,002 27,428 29.85 Balance outstanding at June 30, 2022 29,518,130 $ 591,102 $ 20.03 |
Non-Controlling Interests in Co
Non-Controlling Interests in Consolidated Subsidiaries and Funds | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-Controlling Interests in Consolidated Subsidiaries and Funds | Non-Controlling Interests in Consolidated Subsidiaries and Investment Funds Redeemable and nonredeemable non-controlling interests in consolidated subsidiaries and investment funds and the related net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds are comprised as follows: As of June 30, 2022 As of June 30, 2021 (dollars in thousands) Nonredeemable non-controlling interests in consolidated subsidiaries and investment funds Operating companies Beginning balance $ 126,105 $ 83,818 Capital contributions 14,877 27,821 Capital distributions (6,953) (4,196) Income (loss) attributable to non-controlling interests 11,214 21,786 Ending balance 145,243 129,229 Consolidated Funds Beginning balance 33,630 115,806 Capital contributions — 19,017 Capital distributions — (19,271) Deconsolidation of entity — (74,813) Income (loss) attributable to non-controlling interests (6,064) (3,469) Ending balance 27,566 37,270 Total Nonredeemable non-controlling interests in consolidated subsidiaries and investment funds $ 172,809 $ 166,499 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2022 | |
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 Other revenues in the accompanying condensed consolidated statement of operations. During the periods presented, the Company did not have material reclassifications out of other comprehensive income. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Beginning balance $ — $ (3) $ (2) $ (7) Foreign currency translation 1 1 3 5 Ending balance $ 1 $ (2) $ 1 $ (2) |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue from Contract with Customer | Revenue from Contracts with Customers For the three and six months ended June 30, 2022 and 2021, the following tables presents revenues from contracts with customers disaggregated by fee type and segment. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Revenue from contracts with customers Operating Company Investment banking Underwriting fees $ 10,830 $ 88,680 $ 28,413 $ 242,984 Strategic/financial advisory fees 39,806 100,518 98,595 174,073 Placement and sales agent fees 48,010 31,380 70,593 103,924 Expense reimbursements from clients 1,523 4,403 4,110 8,834 Total investment banking revenue 100,169 224,981 201,711 529,815 Brokerage Commissions 138,227 126,170 290,710 285,851 Trade conversion revenue 7,895 6,082 15,305 12,323 Equity research fees 5,909 4,997 12,112 9,590 Total brokerage revenue from customers 152,031 137,249 318,127 307,764 Management fees 16,522 14,768 33,078 40,267 Incentive income — 169 633 2,427 Total revenue from contracts with customers - Op Co $ 268,722 $ 377,167 $ 553,549 $ 880,273 Asset Company Management fees 195 226 408 470 Incentive income — — — — Total revenue from contracts with customers - Asset Co 195 226 408 470 Total revenue from contracts with customers $ 268,917 $ 377,393 $ 553,957 $ 880,743 |
Insurance and reinsurance
Insurance and reinsurance | 6 Months Ended |
Jun. 30, 2022 | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Abstract] | |
Reinsurance | Insurance and reinsurance Cowen Insurance Co is a Malta based insurance company that reinsures a significant proportion of its portfolio (“Outward Reinsurance”). The Company's wholly owned subsidiaries, Cowen Reinsurance S.A. (based in Luxembourg) (“Cowen Re”) and Kelvin (based in Guernsey, see Note 3) provide reinsurance to third party insurance and reinsurance companies (“Inward Reinsurance”). Cowen Insurance Co's, Cowen Re's, and Kelvin's share of claims incurred and paid during the periods below, as well as the change in claims outstanding and claims incurred but not reported ("IBNR") during these periods, net of reinsurance, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Incurred and paid claims Insurance (net of Outward Reinsurance) $ 868 $ 1,055 $ 1,935 $ 1,798 Inward Reinsurance 8,970 1,533 12,081 5,438 Total $ 9,838 $ 2,588 $ 14,016 $ 7,236 Change in claims outstanding and claims IBNR Insurance (net of Outward Reinsurance) $ 209 $ (75) $ 263 $ (211) Inward Reinsurance (10,121) (72) (10,660) (631) Total $ (9,912) $ (147) $ (10,397) $ (842) As of June 30, 2022 and December 31, 2021, insurance and reinsurance assets and liabilities consisted of the following: As of June 30, 2022 As of December 31, 2021 Insurance and reinsurance assets Reinsurance recoverable on paid claims $ 83,077 $ 9,072 Deferred acquisition costs 6,776 5,672 Cash advances held by cedants 3,523 3,523 Reinsurance recoverable on claims reserves 55,449 11,806 Total $ 148,825 $ 30,073 Insurance and reinsurance liabilities Reinsurance payables on paid claims $ 17,552 $ 3,837 Unearned Premium reserve 31,267 23,241 Loss reserves (incurred claims and IBNR) 313,890 44,191 Total $ 362,709 $ 71,269 Cowen Insurance Co, Cowen Re, and Kelvin utilize several methods to determine their claims IBNR. Cowen Insurance Co and Cowen Re generally employ an estimation methodology whereby historical average claims ratios over a period of up to 10 years are utilized, based on availability of data. In cases where current claims development contradicts historical results, Cowen Insurance Co and Cowen Re employ a method to determine average claims ratios derived through different actuarial calculation methods. If an event occurs that may give rise to significant future claims in excess of the amount calculated using the above-mentioned methodologies, the impact of such an event is calculat ed using existing claims data and actuarial estimation methods to adjust Cowen Insurance Co's and Cowen Re's IBNR provision. As Kelvin is in run-off Kelvin determines its IBNR liabilities based on figures provided by insurance companies that Kelvin reinsures as well as industry-wide information about claims development related to known events in the past, such as hurricanes, typhoons, earthquakes, etc. All entities utilize recognized actuarial methods and assumptions which are regularly reviewed through catastrophe models, own loss experience, historical industry loss experience, underwriter and originator experience, pricing adequacy trends and management’s professional judgement. During the three and six months ended June 30, 2022, claims liability and claim adjustment expenses were calculated using the above-mentioned methods consistent with prior years. Cowen Insurance Co, Cowen Re, and Kelvin typically settle their premiums and claim payments on a quarterly basis. Cowen Insurance Co, Cowen Re, and Kelvin write contracts on both a proportional and non-proportional basis. The contracts contain inspection rights to allow the companies to inspect the policy documents that provide the source for the underlying data provided by the cedant. This negates the need for them to collect and hold the documents themselves which would be impracticable. Cowen Insurance Co and Cowen Re did not discount any of its reserves and did not cede any portion of its exposures during the three and six months ended June 30, 2022 and 2021. Kelvin did not cede any portion of its exposures during the one month ended June 30, 2022. Cowen Insurance Co, Cowen Re and Kelvin have entered into insurance and reinsurance agreements that require them to post collateral of cash or U.S. government bonds to cover certain exposures as defined in the respective insurance and reinsurance agreements. As of June 30, 2022, Cowen Re had pledged $61.5 million of collateral towards such reinsurance obligations, of which $49.0 million was in cash and $12.4 million was in U.S. government bonds. As of December 31, 2021, total collateral pledged was $60.1 million, of which $44.1 million was cash and $16.0 million was U.S. government bonds. The collateral pledged as of June 30, 2022 was $1.4 million higher than the amounts pledged at December 31, 2021. This change is due to increased activity in the underlying reinsurance contracts in the period that contractually required Cowen Re to post additional collateral. Cowen Re expects $40.5 million of the cash collateral pledged to be released on September 30, 2023. The remaining collateral of $20.9 million is expected to be released periodically between September 30, 2022 and March 31, 2024 in accordance with the terms of the underlying insurance and reinsurance agreements. As of June 30, 2022, Kelvin had pledged $93.1 million of collateral towards its reinsurance obligations, of which $53.1 million was in cash and $40.0 million was in the form of letters of credit from major banks. As of June 30, 2022 and December 31, 2021, Cowen Insurance Co had no pledged collateral. |
Share-Based Payments, Deferred
Share-Based Payments, Deferred Compensation and Employee Ownership Plans | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Payments, Deferred Compensation and Employee Ownership Plans | Share-Based Payments, Deferred Compensation and Employee Ownership PlansThe Company has issued share-based compensation under the 2010 and 2020 Equity Incentive Plan (the "Equity Plans"). The Equity Plans permit the grant of options, restricted shares, restricted stock units, and other equity-based awards to the Company's employees and directors. Stock options granted generally vest over two equivalents, may be immediately vested or may generally vest over a two Under the Equity Plans, the Company awarded $49.7 million of deferred cash awards to its employees during the six months ended June 30, 2022. These awards vest over a four-year period and accrue interest at 0.70% per year. As of June 30, 2022, the Company had unrecognized compensation expense related to the Equity Plans' deferred cash awards of $79.9 million. The Company measures compensation cost for equity classified share-based awards on grant date and amortizes the unearned compensation associated with such awards on a straight-line basis over the vesting period of the option or award, net of estimated forfeitures. In relation to awards under the Equity Plan, the Company recognized compensation expense of $9.3 million and $22.8 million for the three months ended June 30, 2022 and 2021 and $31.0 million and $51.0 million for the six months ended June 30, 2022 and 2021, respectively. The income tax effect recognized for the Equity Plans was a benefit of $3.3 million and $12.1 million for the three months ended June 30, 2022 and 2021 and $10.4 million and $23.0 million for the six months ended June 30, 2022 and 2021, respectively. 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 six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Nonvested Restricted Class A Common Shares and Class A Common Restricted Stock Units Weighted-Average Nonvested Restricted Class A Common Shares and Class A Common Restricted Stock Units Weighted-Average Beginning balance outstanding 4,595,342 $ 24.33 5,450,191 $ 17.56 Granted 2,031,143 31.55 1,683,983 35.10 Vested (713,578) 18.03 (1,122,823) 6.49 Canceled — — — — Forfeited (69,210) 21.97 (24,582) 18.31 Ending balance outstanding 5,843,697 $ 27.64 5,986,769 $ 24.57 Included in the restricted share and restricted stock unit activity are performance-linked restricted stock units of 1,974,217 which were awarded from March 2016 through March 2022. Certain of the awards granted have the ability to be cash settled when the attained award exceeds a certain percentage of granted amount. The cash portion of the award has been bifurcated from the equity component and recorded as a compensation payable in the accompanying condensed consolidated statement of financial condition. Of the awards granted, 712,652 have vested and 320,681 have been canceled, as they did not meet the performance criteria, through June 30, 2022. Included in vested units are 233,333 units that had an attainable share value of 420,000, and were delivered in March 2021. Of this attainable share value 350,000 shares were settled in the issuance of the Company's Class A common stock and were delivered in March 2021 with the remaining 70,000 shares being settled in cash at the volume weighted average price on settlement date. Also included in vested units are 333,333 units that had an attainable share value of 666,666, due to reaching certain performance goals. Of this attainable value 528,800 shares were settled in the Company's Class A common stock and were delivered in March 2022 with the remaining 137,866 shares being settled in cash at the volume weighted average price of the Company's Class A common stock on settlement date. The remaining awards, included in the outstanding balance as of June 30, 2022, vest on December 2022, December 2023 and December 2024 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 attained shares ultimately earned could vary from zero, if performance goals are not met, to as much as 240% of the targeted award. 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 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 June 30, 2022, there was $101.0 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 2.01 years. Restricted Shares and Restricted Stock Units Granted to Non-Employee Board Members There were no restricted stock units awarded to non-employee board members during the three and six months ended June 30, 2022 and 2021. The Company delivered 14,620 units to non-employee board members during the three and six months ended June 30, 2021. The Company delivered no units to non-employee board members during the three and six months ended June 30, 2022. As of June 30, 2022 and 2021, there were 246,610 and 244,916 restricted stock units outstanding for non-employee board members, respectively. Other Share Based Payments and Awards In certain circumstances, the Company grants carried interest in consolidated managing member/general partner subsidiaries to third parties through the grant of equity awards in exchange for professional, advisory and other services. The equity awards are recorded within additional paid in capital in the accompanying condensed consolidated statements of financial condition and professional, advisory and other fees expense in the accompanying condensed consolidated statements of operations based on the fair value of the award granted and expensed over the terms of the award. In addition, the equity awards provide the third parties profit points aligned to the allocated carried interest distributions. Upon vesting of the awards, the third parties' allocation of carried interest is determined by applying an equity ownership model. Accordingly, the Company accrues carried interest allocations based on the fair value of the underlying investments assuming hypothetical liquidation at book value upon vesting as nonredeemable non-controlling interest. On March 1, 2022, Cowen Digital Holdings LLC (“CDIG”) authorized 2,000,000 Class B Units, of which 1,487,500 Class B Units were issued to an affiliate, for which a subsidiary of the Company is the Managing Member, on behalf of the Company’s employees as incentive awards (the "Digital Awards") under the 2022 Equity Unit Incentive Plan. The Class B Units will, upon vesting, represent a 20% ownership of CDIG, a consolidated subsidiary of the Company upon vesting. Once the vesting conditions of the Digital Awards have been met, such awards will be presented as nonredeemable non-controlling interest in the accompanying condensed consolidated statements of financial condition. Half of the Digital Awards vest over a period of time and are tied to service (time based) and the other half vest when a qualifying event as stipulated in the Digital Award documents occurs (performance based). Once vested, Class B units will not be entitled to distributions unless and until a profit distribution hurdle has been met. The Company recognized compensation expense of $0.2 million and $0.5 million related to the time based Digital Awards for the three months and six months ended June 30, 2022, respectively. At June 30, 2022, there was $1.1 million of unrecognized compensation expense related to the time based Digital Awards which will be recognized over their five year vesting period. The fair value of time based Digital Awards is determined based on the fair market value of CDIG and its consolidated subsidiaries. The fair market value of CDIG and its consolidated subsidiaries is calculated utilizing recent transactions, discounted cash flows, and market multiples. The Digital Awards are then using a standard Black Scholes options pricing model. The primary input in determining the fair market value as of March 1, 2022 was recent/pending transactions in CDIG’s underlying investments. The expense related to the performance based component of the Digital Awards will be recognized when the qualifying event is considered to be probable. The income tax effect recognized for the Digital Awards was a benefit of $0.04 million and $0.1 million for the three months and six months ended June 30, 2022, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
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, Inc. as well as stand-alone state and local tax returns. The Company has subsidiaries that are resident in foreign countries where tax filings are 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 has operations that require tax return filings are United Kingdom, Luxembourg, Malta, Germany, Guernsey, Switzerland, Israel, South Africa, Canada and Hong Kong. The Company calculates its quarterly 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 tax impact of income attributable to redeemable non-controlling interests in consolidated subsidiaries and investment funds. Based on these methodologies, the Company’s effective income tax rate was 24.67% and 23.45% for the six months ended June 30, 2022 and 2021, respectively. During the six months ended June 30, 2022, the primary item whose tax impact was recorded discretely was stock compensation. For the six months ended June 30, 2022, the effective tax rate differs from the statutory rate of 21% primarily due to income attributable to non-controlling interests in consolidated subsidiaries and investment funds, global intangible low-taxes income, foreign taxes, as well as other nondeductible expenses. For the six months ended June 30, 2021, the effective tax rate differs from the statutory rate of 21% primarily due to income attributable to non-controlling interests in consolidated subsidiaries and investment funds, global intangible low-taxes income, as well as other nondeductible expenses. The Company has no uncertain tax position liability as of June 30, 2022 and December 31, 2021. 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 June 30, 2022, the Company recorded a valuation allowance against deferred tax assets related to its foreign tax credits and 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, California, Massachusetts, United Kingdom, Luxembourg, and Germany. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing net income attributable to the Company's common stockholders by the weighted average number of shares of Class A common stock outstanding for the period. As of June 30, 2022, there were 27,801,792 shares of Class A common stock outstanding. As of June 30, 2022, the Company has included 246,610 fully vested, unissued restricted stock units and restricted shares in its calculation of basic earnings per share. As of December 31, 2021, there were 27,778,964 shares of Class A common stock outstanding. As of December 31, 2021, the Company has included 972,732 fully vested, unissued restricted stock units and restricted shares in its calculation of basic 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 unvested restricted shares and restricted stock units. 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, for the entire period being presented. The number of performance-linked unvested restricted stock units that are included in the calculation are at the amount that could be earned using current payout rates. 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 previously concluded that it had the intent and ability to settle the December 2022 Convertible Notes in cash and, as a result, the convertible notes did not have an impact on the Company's diluted earnings per share calculation. On March 24, 2021, the Company issued a redemption notice announcing that the Company would redeem all of the December 2022 Convertible Notes (See Note 12). On June 24, 2021, the Company cash settled the December 2022 Convertible Notes up to the principal amount of the December 2022 Convertible Notes and share settled through the delivery of shares of the Company’s Class A common stock for the remainder of the conversion obligation in excess of the principal amount. The shares of the Company’s Class A common stock issued are within basic earnings per share subsequent to June 24, 2021. Prior to that date, the Company has applied the if-converted method to the portion of the December 2022 notes above the principal amount that settled in shares upon a conversion in dilutive earnings per share. On December 31, 2021, the Company irrevocably elected to cash settle $1,000.00 of its obligation in respect of each conversion of any share of the Series A Convertible Preferred Stock. Prior to this date, the Company could elect to settle the Series A Convertible Preferred Stock in shares, cash, or a combination of both. Effective January 1, 2022, the Company adopted ASC 470-20, which requires the Company to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. With the adoption of this guidance, the Company is required to include the portion of the Series A Convertible Preferred Stock that can be settled in Class A common stock (the amount in excess of $1,000.00 per share of the Series A Convertible Preferred Stock) in the diluted earnings per share calculation. As a result, the Series A Convertible Preferred Stock impacts the Company’s diluted earnings per share calculation for the June 30, 2022 (See Note 2). The computation of earnings per share is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars and share data in thousands, except per share data) Net income (loss) $ (818) $ 59,078 $ 54,329 $ 211,144 Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds (14,981) 13,755 5,150 18,317 Net income (loss) attributable to Cowen Inc. 14,163 45,323 49,179 192,827 Preferred stock dividends 1,698 1,698 3,396 3,396 Net income (loss) attributable to Cowen Inc. common stockholders for basic earnings per share $ 12,465 $ 43,625 45,783 189,431 Change in fair value of contingently issuable shares (44) — (4) — Net income (loss) attributable to Cowen Inc. common stockholders for diluted earnings per share $ 12,421 $ 43,625 $ 45,779 $ 189,431 Shares for basic and diluted calculations: Weighted average shares used in basic computation 27,897 26,903 28,138 27,130 Performance based restricted stock 371 771 372 608 Contingently issuable common stock in connection with acquisitions 10 18 82 9 December 2022 Convertible Notes — 2,743 — 2,840 Series A Convertible Preferred Stock 34 — 366 — Restricted stock 1,841 3,423 1,941 3,116 Weighted average shares used in diluted computation 30,153 33,858 30,899 33,703 Earnings (loss) per share: Basic $ 0.45 $ 1.62 $ 1.63 $ 6.98 Diluted $ 0.41 $ 1.29 $ 1.48 $ 5.62 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease Obligations The Company has entered into leases for real estate and other facilities. These leases contain rent escalation clauses and options to extend the applicable lease term. The Company does not include renewal options in the lease term for calculating the Company's lease liability as the renewal options allow the Company operational flexibility and the Company is not reasonably certain to exercise these renewal options at this time. The Company records the expenses related to occupancy and equipment on a straight-line basis over the lease term and these expenses are included in occupancy and equipment expense and client services and business development expense in the accompanying condensed consolidated statements of operations. For the three and six months ended June 30, 2022 and 2021, quantitative information regarding the Company's operating lease obligations reflected in the accompanying condensed consolidated statements of operations were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Lease cost Operating lease cost $ 6,423 $ 5,833 $ 13,037 $ 11,603 Short-term lease cost 81 32 127 65 Variable lease cost 627 864 1,464 1,770 Sublease income (137) (156) (292) (316) Total lease costs $ 6,994 $ 6,573 $ 14,336 $ 13,122 The following table summarizes the supplemental cash flow information and certain other information related to operating leases for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 (dollars in thousands) Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,132 $ 13,625 Weighted average remaining lease term - operating leases (in years) 5.42 4.60 Weighted average discount rate - operating leases 4.16 % 4.09 % As of June 30, 2022, maturities of the outstanding operating lease liabilities for the Company were as follows: Equipment Leases (operating) Real Estate and Other Facility Rental (a) (b) (c) (dollars in thousands) 2022 $ 208 $ 9,768 2023 387 24,563 2024 371 22,289 2025 370 11,558 2026 278 8,252 Thereafter — 24,337 Total operating leases 1,614 100,767 Less discount 74 11,305 Less short-term leases — 17 Total lease liability $ 1,540 $ 89,445 (a) The Company has entered into various agreements to sublease certain of its premises. (b) During the six months ended June 30, 2022, the Company recognized an increase of $8.9 million of operating right-of-use assets and leases liabilities related to facility leases. (c) The company has assigned a lease but has remained as the guarantor for performance of the assignee's rent payment obligations for the remainder of the term of the assigned lease at a the maximum amount of $0.6 million. Other Commitments As of June 30, 2022, future minimum annual service payments for the Company were as follows: Service Payments (dollars in thousands) 2022 $ 16,018 2023 19,545 2024 8,928 2025 3,939 2026 3,253 Thereafter 7,357 Total service payment commitments $ 59,040 Unfunded Commitments The following table summarizes unfunded commitments as of June 30, 2022: Entity Unfunded Commitments Commitment Term (dollars in thousands) HealthCare Royalty Partners funds (a) $ 6,452 2.5 years Eclipse Ventures Fund I, L.P. $ 28 2.5 years Eclipse Fund II, L.P. $ 18 3.5 years Eclipse Continuity Fund I, L.P. $ 12 4.5 years Cowen Healthcare Investments III LP $ 1,552 4.5 years Cowen Healthcare Investments IV LP $ 5,095 5.5 years Cowen Sustainable Investments I LP $ 14,643 7.5 years (a) 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, 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 of the Company's affiliates and subsidiaries are 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 receives requests and orders seeking documents and other information in connection with various aspects of the Company's 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, 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 to which the Company and Related Parties are subject 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 would include 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. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company has two reportable business segments: Op Co and Asset Co. The Op Co segment consists of Cowen Investment Management ("CIM"), Investment Banking, Markets and Research. The Asset Co segment consists of the Company's private investments, private real estate investments and other legacy investment strategies. Segment Measures The measure of profit or loss 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 an after tax measure (which represents the Company’s income tax expense or benefit calculated on Pre-tax Economic Income (Loss) once all currently available net operating losses have been utilized) and is presented after preferred stock dividends. Economic Income (Loss) (i) includes management reclassifications which the Company believes provides additional insight into the performance of the Company’s core businesses and divisions (ii) eliminates the impact of consolidation for Consolidated Funds and (iii) excludes goodwill and certain other impairments, certain other transaction-related adjustments and/or reorganization expenses and certain costs associated with debt. The Company does not disclose total asset information for its business segments as the information is not reviewed by the Chief Operating Decision Maker ("CODM"). The Op Co and Asset Co segments do not conduct inter-segment transactions. The following table sets forth operating results for the Company's consolidated US GAAP net income (loss) and related reclassifications and adjustments necessary to reconcile to the Company's Economic Income (Loss) measure which represents the Company's Op Co and Asset Co segments' results: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Economic Income Op Co $ 104 $ 51,149 $ 36,398 $ 195,006 Asset Co (1,485) (3,655) (332) (5,128) Adjustments applied to arrive at Net Income (loss) Income attributable to non-controlling interest (14,981) 13,755 5,150 18,317 Preferred stock dividends 1,698 1,698 3,396 3,396 Amortization of (discount)/premium on convertible debt (78) (772) (154) (1,544) Acquisition related amounts (78) (76) (158) (317) Contingent liability adjustments 19,093 (5,230) 13,961 1,566 Debt extinguishment gain (loss) and accelerated debt costs — (5,557) — (10,095) Bargain purchase gain — — — 3,855 US GAAP Income tax expense (5,908) (10,244) (17,797) (64,672) Economic income tax expense 817 18,010 13,865 70,760 Net income (loss) $ (818) $ 59,078 $ 54,329 $ 211,144 Economic Income (Loss) information provided and reviewed by the CODM includes (i) non-interest revenue, (ii) interest revenue, (iii) interest expense, (iv) depreciation and amortization expense and (v) income taxes presented on an Economic Income (Loss) basis by Segment. The following table sets forth the included segment information on a US GAAP basis with reconciliations to consolidated amounts. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Op Co Non-Interest Revenue $ 275,435 $ 397,454 $ 643,087 $ 1,095,340 Interest Revenue 38,769 57,904 79,100 109,007 Total Revenues 314,204 455,358 722,187 1,204,347 Interest Expense 43,730 60,147 87,030 113,950 Depreciation and Amortization 6,991 4,561 14,170 8,910 Income Taxes 5,964 11,765 17,796 66,850 Asset Co Non-Interest Revenue (11,857) 3,188 (9,258) 1,520 Interest Revenue 64 209 72 411 Interest Revenue, Consolidated funds 2 2 4 4 Total Revenues (11,791) 3,399 (9,182) 1,935 Interest Expense 1,277 1,930 2,513 3,204 Depreciation and Amortization 6 4 12 9 Income Taxes (56) (1,521) 1 (2,178) Total Segment Non-Interest Revenue * 263,578 400,642 633,829 1,096,860 Interest Revenue 38,833 58,113 79,172 109,418 Interest Revenue, Consolidated funds 2 2 4 4 Total Revenues $ 302,413 $ 458,757 $ 713,005 $ 1,206,282 Interest and Dividend Expense (includes dividend expense of $8.9 million and $1.0 million for the three months ended June 30, 2022 and 2021 and $10.9 million and $3.6 million for the six months ended June 30, 2022 and 2021, respectively) 53,925 63,073 100,449 120,714 Depreciation and Amortization 6,997 4,565 14,182 8,919 Income Taxes 5,908 10,244 17,797 64,672 * Includes dividend revenue of $9.7 million and $4.0 million for the three months ended June 30, 2022 and 2021, respectively and $15.7 million and $12.1 million for the six months ended June 30, 2022 and 2021, respectively. Dividend revenue, consolidated funds, was immaterial for the three and six months ended June 30, 2022 and 2021, respectively. |
Regulatory Requirements
Regulatory Requirements | 6 Months Ended |
Jun. 30, 2022 | |
Brokers and Dealers [Abstract] | |
Regulatory Requirements | Regulatory Requirements Regulatory Capital As registered broker-dealers with the United States Securities and Exchange Commission ("SEC"), Cowen and Company, ATM Execution and Westminster are subject to the Uniform Net Capital Rule 15c3-1, "SEA Rule 15c3-1," under the Securities Exchange Act ("SEA") of 1934, which requires the maintenance of minimum net capital. Each registered broker-dealer has elected to compute net capital under the alternative method permitted by that rule. Under the alternative method, Cowen and Company's minimum net capital requirement, as defined in (a)(4) of SEA Rule 15c3-1, is equal to the greater of $1.5 million or 2% of aggregate debits arising from customer transactions. ATM Execution, and Westminster are required to maintain minimum net capital, as defined in (a)(1)(ii) of SEA Rule 15c3-1, equal to the greater of $250,000 or 2% of aggregate debits arising from customer transactions. Advances to affiliates, repayment of borrowings, distributions, dividend payments, and other equity withdrawals are subject to certain notification and other provisions of SEA Rule 15c3-1 and other regulatory bodies. Cowen and Company is also subject to certain net capital rule requirements under the Regulation 1.17 of the Commodity Futures Trading Commission ("CFTC") under Commodities Exchange Act (“CEA”) as an introducing broker. Under Regulation 1.17, Cowen and Company is required to maintain net capital equal to or in excess of $45,000 or the amount of net capital required by SEA Rule 15c3-1, whichever is greater. Additionally, as an options clearing member of the Options Clearing Corporation ("OCC") under OCC Rule 302, Cowen and Company is required to maintain net capital equal to the greater of $2.0 million or 2% of aggregate debit items. At June 30, 2022, Cowen and Company had $420.2 million of net capital in excess of its minimum requirements under SEA Rule 15c3-1. T he Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law on July 21, 2010. The Dodd-Frank Act contains provisions that require the registration of all swap dealers, major swap participants, security-based swap dealers, and/or major security-based swap participants. Cowen Financial Products, Ltd ("Cowen Financial Products") registered only with the SEC with an effective date of November 1, 2021 as a securities-based swap dealer and is not using models to compute its net capital. Under the rules there is a minimum net capital requirement for, among others, an entity that acts as a dealer in security-based swaps, which is the greater of $20 million or 2% of risk margin amount. The risk margin amount means the sum of (i) the total initial margin required to be maintained by the SEC securities-based swaps dealer at each clearing agency with respect to securities-based swaps transactions cleared for securities-based swap customers and (ii) the total initial margin amount calculated by the SEC securities-based swaps dealer swaps dealer with respect to non-cleared securities-based swaps under SEC rules. At June 30, 2022, Cowen Financial Products had $40.0 million of net capital in excess of its minimum requirements under SEA Rule 18a-1. Cowen International Ltd and Cowen Execution Ltd are subject to the capital requirements of the U.K. Financial Conduct Authority ("FCA"), as defined, and must exceed the minimum capital requirement set forth by the FCA. On 1 January 2022, the FCA adopted the Investment Firms Prudential Regime ("IFPR"). This is a new prudential regime which applies to MiFID investment firms authorized and regulated by the FCA in the UK. The IFPR refocuses prudential requirements and expectations away from the risks firms face, to also consider and look to manage the potential harm firms can pose to consumers and markets. Cowen International Ltd and Cowen Execution Ltd will both be designated as Class 2 firms under the new regime and will have a minimum capital requirement equal to the higher of; the Permanent minimum capital requirement, their respective Fixed Overhead requirement, and their Risk Responsive Computation ("K-factors"). Cowen Asia, a previously established entity, was re-registered with regulatory approval on May 17, 2019. Cowen Asia is subject to the financial resources requirements of the Securities and Futures Commission ("SFC") of Hong Kong. Financial Resources must exceed the Total Financial Resources requirement of the SFC. As of June 30, 2022, the regulatory net capital, minimum net capital requirement and excess net capital of U.S. regulated broker dealers and swap dealer together with the equivalent of capital requirements and compliance information for foreign broker dealers registered with the FCA and the SFC are presented as follows: Subsidiary Net Capital Minimum Net Capital Requirement Excess Net Capital (dollars in thousands) Cowen and Company $ 426,640 $ 6,447 $ 420,193 ATM Execution $ 6,134 $ 250 $ 5,884 Westminster $ 24,979 $ 250 $ 24,729 Cowen Financial Products $ 59,995 $ 20,000 $ 39,995 Cowen International Ltd (a) $ 48,912 $ 25,579 $ 23,333 Cowen Execution Ltd (a) $ 16,179 $ 4,700 $ 11,479 Cowen Asia (a) $ 1,918 $ 382 $ 1,536 (a) The equivalent of Net Capital under FCA rules is referred as “capital resources” and under SFC rules is referred as “net liquid capital.” The equivalent of Minimum Net Capital Requirement under FCA rules is referred as “minimum capital resources requirement and under SFC rules is referred as “net liquid capital requirement." Customer Protection The Company's U.S. broker-dealers must also comply with the customer protection provisions under SEA Rule 15c3-3 which requires a computation of a reserve requirement for customer and maintenance of a deposit of cash or securities into a special reserve bank account for the exclusive benefit of customers; or clai m an exemption pursuant to subparagraphs (k)(2)(i) or (k)(2)(ii) of that rule. Firms can rely on more than one exemption. ATM Execution claims the (k)(2)(ii) exemption with regard to all of their customer accounts and transactions that are introduced on a fully-disclosed basis to their clearing agents for clearing, settlement and custody. Westminster claims the (k)(2)(i) exemption with regard to customer transactions and balances that are cleared, settled and custodied in bank accounts designated as Special Accounts for the Exclusive Benefit of Customers ("Special Bank Accounts"). Westminster also claims exemption for other business activities that are not covered under (k)(2)(i) contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 for receiving transaction-based compensation in return for providing commission management services. In accordance with the requirements of SEA Rule 15c3-3, Cowen and Company may be required to deposit in a Special Reserve Account cash or acceptable qualified securities for the exclusive benefit of customers. As of June 30, 2022, Cowen and Company had segregated approximately $44.8 million of cash to satisfy the customer reserve provision of SEA Rule 15c3-3. As a clearing and carrying broker-dealer, Cowen and Company is required to compute a reserve requirement for proprietary accounts of broker-dealers ("PAB"), as defined in SEA Rule 15c3-3. Cowen and Company conducts PAB reserve computations in order to determine the amount it is required to deposit in its PAB Reserve Bank Accounts pursuant to SEA Rule 15c3-3. This allows each correspondent firm that uses Cowen and Company as its clearing broker-dealer to classify its PAB account assets held at Cowen and Company as allowable assets in the correspondent's net capital calculation. At June 30, 2022, Cowen and Company had $45.8 million of cash on deposit in PAB Reserve Bank Accounts. Cowen and Company and ATM Execution also maintain certain assets in PAB accounts held at their respective clearing brokers. Each treats its assets held in those PAB accounts at the respective clearing brokers as allowable assets for net capital purposes. Cowen Financial Products, as a registered securities based swap dealer, claims Rule 18a-4(f) exemption under the Securities Exchange Act of 1934 (the “Act”) with regard to its swap counterparties on the basis that it has provided sufficient notice to its swap counterparties of their respective rights to require segregation of funds or other property used to secure uncleared security based swaps pursuant to section 3E(f)(1)(A)-(B) of the Act (15 U.S.C. 78c-5(f)(1)(A)). Any margin collateral received and held by the security based swap dealer with respect to uncleared security based swaps will not be subject to a segregation requirement. The notice outlines how a claim of those swap counterparties for the collateral would be treated in a bankruptcy or other formal liquidation proceeding of the security-based swap dealer. Other Regulatory Requirements Cowen Insurance Co and Cowen Re and Kelvin are individually required to maintain a solvency capital ratio as calculated by relevant European Commission directives and local regulatory rules in Malta, Luxembourg and Guernsey, respectively. Each company's individual solvency capital ratio calculated at the end of each quarter must exceed a minimum requirement. As of December 31, 2021, the last testing date for Cowen Re and Kelvin, the solvency capital ratios were in excess of the minimum regulatory requirements. As of March 31, 2022, the last testing date for Cowen Insurance Co, the solvency capital ratio was in excess of the minimum regulatory 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 June 30, 2022. RCG Insurance Company’s capital and surplus as of June 30, 2022 totaled $5.6 million. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
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 investment funds and certain managed accounts. Management fees and incentive income are primarily earned from affiliated entities. As of June 30, 2022 and December 31, 2021, $22.7 million and $16.6 million, respectively, included in fees receivable, are earned from related parties. The Company may, at its discretion, reimburse certain fees charged to the investment funds that it manages to avoid duplication of fees when such funds have an underlying investment in another affiliated investment fund. For the six months ended June 30, 2022 and 2021, the amounts which the Company reimbursed the investment funds it manages were immaterial. 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 June 30, 2022 and December 31, 2021, loans to employees of $11.5 million and $8.8 million, respectively, were included in due from related parties on the accompanying condensed consolidated statements of financial condition. Of these amounts $5.8 million and $3.8 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 The remaining balance included in due from related parties of $12.8 million and $22.6 million as of June 30, 2022 and December 31, 2021, respectively, relates to amounts due to the Company from affiliated investment 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 June 30, 2022 and December 31, |
Guarantees and Off-Balance Shee
Guarantees and Off-Balance Sheet Arrangements | 6 Months Ended |
Jun. 30, 2022 | |
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 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. The Company may maintain cash and cash equivalents at financial institutions in excess of federally insured limits. The Company has not experienced any material losses in such accounts and does not believe it is exposed to significant credit risks in relation to such accounts. Off-Balance Sheet Arrangements The Company has no material off-balance sheet arrangements, which have not been disclosed, as of June 30, 2022 and December 31, 2021. Through indemnification provisions in clearing agreements with clients, 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. The Company's customer securities activities are transacted on a delivery versus payment, cash or margin basis. In delivery versus payment transactions, the Company is exposed to risk of loss in the event of the customers' or brokers' inability to meet the terms of their contracts. In margin transactions, the Company extends credit to clients collateralized by cash and securities in their account. In the event the customers or brokers fail to satisfy their obligations, the Company may be required to purchase or sell securities at prevailing market prices in order to fulfill the obligations. The Company's exposure to credit risk can be directly impacted by volatile securities markets, which may impair the ability of counterparties to satisfy their contractual obligations. The Company seeks to control its credit risk through a variety of reporting and control procedures, including establishing credit limits based upon a review of the customers' financial condition and credit ratings. The Company seeks to control the risk associated with its customer margin transactions by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. The Company also monitors required margin levels daily and, pursuant to its guidelines, requires customers to deposit additional collateral, or reduce positions, when necessary. 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. The Company enters into secured and unsecured borrowing agreements to obtain funding necessary to cover daily securities settlements with clearing corporations. At times, funding is required for unsettled customer delivery versus payment and riskless principal transactions, as well as to meet deposit requirements with clearing organizations. Secured arrangements are collateralized by the securities. The Company maintains uncommitted financing arrangements with large financial institutions, the details of which are summarized below as of June 30, 2022. Lender Contractual Amount Available Amount Maturity Date Description Pledge Lines (dollars in thousands) BMO Harris Bank $ 25,000 $ 25,000 None Broker Loan BMO Harris Bank 75,000 75,000 None Secured Tri-Party Pledge Facility BMO Harris Bank 150,000 150,000 None Secured Depository Trust Company Pledge Line Total 250,000 250,000 Spike Line BMO Harris Bank 150,000 150,000 May 19, 2023 Unsecured committed spike line facility to cover short term increases in National Securities Clearing Corporation margin deposit requirements Revolving Credit Facility Morgan Stanley 25,000 25,000 March 24, 2026 Unsecured Corporate Revolver Total Credit Lines $ 425,000 $ 425,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 20, 2022, the Board of Directors declared a quarterly cash dividend payable on its common stock of $0.12 per common share, payable on September 15, 2022, to stockholders of record on September 1, 2022. On August 1, 2022, the Company, The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), and Crimson Holdings Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of TD (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the merger as a wholly-owned subsidiary of TD. The Board of Directors of the Company determined that it is in the best interests of the Company and its stockholders to consummate the transactions provided for in the Merger Agreement and, in furtherance thereof, adopted the Merger Agreement and approved the transactions contemplated thereby (including the Merger), and resolved to submit the Merger Agreement to the holders of the Class A common stock of the Company for adoption and to recommend that the holders of Class A common stock of the Company adopt the Merger Agreement and approve the transactions contemplated thereby (including the Merger). Completion of the Merger is subject to customary closing conditions, including the adoption of the Merger Agreement and approval of the transactions contemplated thereby (including the Merger) by the affirmative vote of a majority of the vote by the holders of Class A common stock of the Company, and obtaining the Requisite Regulatory Approvals (as defined in the Merger Agreement) required to be obtained to consummate the transactions contemplated thereby (including the Merger) from the relevant U.S., Canadian and foreign regulatory authorities. Upon completion of the Merger, TD will become the owner of all the Company’s outstanding shares of Class A common stock, the Company will become a private company and the shares of Class A common stock of the Company will no longer be publicly listed or traded on the Nasdaq Global Market. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each share of Class A common stock of the Company and each share of Class B common stock of the Company issued and outstanding immediately prior to the Effective Time, (other than Exception Shares (as defined in the Merger Agreement)) will be converted into the right to receive an amount in cash equal to $39 per share (representing approximately $1.3 billion in the aggregate), payable to the holder thereof, without interest. Pursuant to rules adopted by the SEC under the Securities Exchange Act of 1934 as amended, the Company will prepare and file with the SEC, and thereafter mail to its stockholders, a Schedule 14A Proxy Statement where additional information is found about the Merger. 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 other subsequent events requiring adjustment or disclosure in the condensed consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies - Quarterly (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
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 the Accounting Standards Codification (the "Accounting Standards" or "ASC") 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 investment funds 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 specialized industry accounting. The accompanying condensed financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"). Certain footnote disclosures included in the 2021 Form 10-K have been condensed or omitted from the accompanying condensed financial statements as they are not required for interim reporting under US GAAP or are insignificant to the interim reporting period. |
Principles of consolidation | b. Principles of consolidation The Company consolidates all entities that it controls through a majority voting interest or otherwise, including those investment 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. 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, (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 and (iii) voting rights of equity holders are proportionate to their obligation to absorb losses or the right to receive returns. Under US GAAP consolidation requirements, 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 determines whether it is the primary beneficiary of a VIE upon its initial involvement with the VIE and reassesses whether it is the primary beneficiary on an ongoing basis as long as it has any continuing involvement with the 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. The VIEs the Company has invested in act as investment managers and/or investment companies that may be managed by the Company. The VIEs are financed through their operations and/or loan agreements with the Company. In the ordinary course of business, the Company also sponsors various other entities that it has determined to be VIEs. These VIEs are primarily investment funds for which the Company serves as the general partner, managing member and/or investment manager with decision-making rights. The Company consolidates these investment funds when its variable interest is potentially significant to the entity. (see Note 6 for additional disclosures on VIEs). 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. As of June 30, 2022 and December 31, 2021, the total assets of the consolidated VIEs were $336.8 million and $304.1 million, respectively, and total liabilities of the consolidated VIEs were $5.4 million and $9.8 million, respectively. The Company consolidates investment funds for which it acts as the managing member/general partner and investment manager. At June 30, 2022, the Company consolidated Ramius Enterprise LP (“Enterprise LP”), an investment fund. At December 31, 2021, the Company consolidated the following investment funds: Enterprise LP and Cowen Private Investments LP ("Cowen Private"). During the first quarter of 2022, the Company deconsolidated Cowen Private as the fund was liquidated. During the first quarter of 2021, the Company deconsolidated Cowen Sustainable Investments I, LP ("CSI I LP") due to the Company's ownership being diluted through a capital equalization event. Equity Method In vestments —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 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 or apply the equity method of accounting, the Company accounts for its investment in such entity (primarily consisting of securities of such entity which are purchased and held principally for the purpose of selling them in the near term and classified as trading securities), at fair value with unrealized gains (losses) resulting from changes in fair value reflected within Investment income (loss) - Securities principal transactions, net or Investment income (loss) - portfolio fund investment income (loss) 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. 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 Consolidated Funds - Principal transactions, net in the accompanying condensed consolidated statements of operations. 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. Certain portfolio fund investments qualify as equity method investments and are investment companies that apply specialized industry accounting. In applying equity method accounting guidance, the Company retains the specialized accounting of the investees and 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 Investment Income - portfolio fund principal transactions, net in the accompanying condensed consolidated statements of operations. |
Use of estimates | Use of estimatesThe 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, and the disclosure of contingent assets and liabilities at the date of the accompanying condensed consolidated financial statements, as well as 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. |
Allowance for credit losses | Allowance for credit losses ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”) prescribed the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. Under the accounting update guidance, the Company has the ability to determine there are no expected credit losses in certain circumstances (e.g., based on collateral arrangements or based on the credit quality of the borrower or issuer). The Company applies the guidance in ASC 326 to securities borrowed and fees and other receivables carried at amortized cost (including, but not limited to, receivables related to securities transactions, underwriting fees, strategic/financial advisory fees and placement and sales agent fees, management fees and incentive fees receivable). The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, fees and other receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company’s expectation of the collectability in determining the allowance for credit losses. The Company’s expectation is that the credit risk associated with fees and other receivables is not significant until they are 90 days past due based on the contractual arrangement and expectation of collection in accordance with industry standards. For securities borrowed, the Company applies a practical expedient to measure the allowance for credit losses based on the fair value of the collateral. If the fair value of the collateral held exceeds the amortized cost of the borrowing and the borrower is expected to continue to replenish the collateral as needed, the Company will not recognize an allowance. If the fair value of collateral is less than amortized cost and the borrower is expected to continue to replenish the collateral as needed, the Company applies the CECL model, utilizing a probability and loss given default methodology, only to the extent of the shortfall between the fair value of the collateral and amortized cost. The credit loss expense related to the allowance for credit losses as well as any recoveries of amounts previously charged is reflected in other expenses in the accompanying condensed consolidated statements of operations. |
Valuation of investments and derivative contracts | Valuation of investments and derivative contracts and other investments 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. 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. Inputs reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. 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 based on their proportional rights of the underlying portfolio company, and 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 impact 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 primarily include active listed equities, certain U.S. government and sovereign obligations, Exchange Traded Funds ("ETFs"), mutual funds and certain money market securities. 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, are classified as level 2 when their inputs can be corroborated by market data. OTC derivatives, such as swaps and options, with significant inputs that cannot be corroborated by readily available or observable market data are classified as level 3. Other Investments —Other investments consist primarily of portfolio funds, carried interest and equity method investments, which are valued as follows: i. Portfolio Funds— Portfolio funds include interests in private investment partnerships, foreign investment companies and other collective investment vehicles which may be managed by the Company or its affiliates. The Company applies the practical expedient provided by the US GAAP fair value measurements and disclosures guidance relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). The practical expedient permits an entity holding investments in certain entities that either are investment companies or have attributes similar to an investment company, and calculate NAV 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. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy. ii. Carried Interest— For the private equity and debt fund products the Company offers, the Company is allocated incentive income by the investment funds based on the extent by which the investment funds' performance exceeds predetermined thresholds. Carried interest allocations are generally structured from a legal standpoint as an allocation of capital in the Company’s capital account. The Company accounts for carried interest allocations by applying an equity ownership model. Accordingly, the Company accrues performance allocations quarterly based on the fair value of the underlying investments assuming hypothetical liquidation at book value. iii. 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 applies 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 other investments in the accompanying condensed consolidated statements of operations. See Notes 6 and 7 for further information regarding the Company's investments, including equity method investments and fair value measurements. Accounts payable, accrued expenses and other liabilitie s— |
Offsetting of derivative contracts | Offsetting of derivative contracts To reduce credit exposures on derivatives, the Company may enter into master netting agreements with counterparties that permit the Company the right, in the event of a default by a counterparty, to offset the counterparty’s rights and obligations under the agreement and to liquidate and offset any collateral against any net amount owed by the counterparty. Derivatives are reported on a net-by-counterparty basis (i.e., the net payable or receivable for derivative assets and liabilities for a given counterparty) in the condensed consolidated statements of financial condition when a legal right of offset exists under an enforceable netting agreement. Additionally, derivatives are reported net of cash collateral received and posted under enforceable credit support agreements in the condensed consolidated statements of financial condition, provided a legal right of offset exists. See Note 6 for further information about offsetting of derivative financial instruments. |
Receivable from and payable to brokers | Receivable from and payable to brokers Receivable from brokers, dealers, and clearing organizations includes amounts receivable for securities failed to deliver by the Company to a purchaser by the settlement date, amounts receivable from broker-dealers and clearing organizations, commissions receivable from broker-dealers, and interest receivable from securities financing arrangements and are reported net of an allowance for credit losses. Payable to brokers, dealers and clearing organizations includes amounts payable for securities failed to receive by the Company from a seller by the settlement date, amounts payable to broker-dealers and clearing organizations for unsettled trades, interest payable for securities financing arrangements, and payables of deposits held in proprietary accounts of brokers and dealers. Receivables and payables with brokers, dealers and clearing organizations arising from unsettled regular-way transactions are presented net (assets less liabilities) across balances with the same counterparty. The Company's receivable from and payable to brokers, dealers and clearing organizations balances are held with multiple financial institutions. |
Receivable from and payable to customers | Receivable from and payable to customers Receivable from customers includes amounts owed by customers on cash and margin transactions, recorded on a settlement-date basis and prepaid research, net of allowance for credit losses. For prepaid research, a prepaid research asset is established for research and related services disbursed in advance of anticipated client commission volumes. Payable to customers primarily consists of amounts owed to customers relating to securities transactions not completed on settlement date, recorded on a settlement-date basis on the statement of financial condition, and other miscellaneous customer payables. Securities owned by customers, including those that collateralize margin, are not reflected as assets of the Company on the statement of financial condition. The Company holds these securities with the intention of settlement against customer orders and are held as collateral for customer receivables. |
Fees receivable | Fees receivableFees receivable primarily relate to securities transactions and are reported net of an allowance for credit losses. Fees receivable also include amounts due to the Company for underwriting fees, strategic/financial advisory fees and placement and sales agent fees. Additionally, management and incentive fees due to the Company are earned as the managing member, general partner and/or investment manager to the Company's investment funds and are recognized in accordance with appropriate revenue recognition guidance (see Note 2o for further reference). |
Securities financing arrangements | Securities financing arrangementsSecurities borrowed and securities loaned are carried at the amounts of cash collateral advanced or received on a gross basis. The related rebates are recorded in the accompanying condensed consolidated statements of operations as interest and dividends income and interest and dividends expense. Securities borrowed transactions require the Company to deposit cash collateral with the lender. With respect to securities loaned, the Company receives cash or securities as collateral from the borrower. When the Company receives securities as collateral, and has concluded it (i) is the transferor and (ii) can pledge the securities to third parties, the Company recognizes the securities received as collateral at fair value in Securities owned, at fair value with the corresponding obligation to return the securities received as collateral at fair value in Securities sold, not yet purchased, at fair value. Securities received as collateral are not recognized when the Company either (i) is not the transferor or (ii) cannot pledge the securities to third parties. The initial collateral advanced or received approximates or is greater than the market value of securities borrowed or loaned. The Company monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or returned, as necessary. Securities borrowed and loaned may also result in credit exposures for the Company in an event that the counterparties are unable to fulfill their contractual obligations. See Note 2d for further information.Fees and interest received or paid are recorded in interest and dividends income and interest and dividends expense, respectively, on an accrual basis in the accompanying condensed consolidated statements of operations. Accrued interest income and expense are recorded in receivable from brokers, dealers and clearing organizations and payable to brokers, dealers and clearing organizations, respectively, on an accrual basis in the accompanying condensed consolidated statements of financial condition. |
Securities sold under agreements to repurchase | Securities sold under agreements to repurchase Securities purchased under agreement to resell and securities sold under agreements to repurchase ("repurchase agreements") are accounted for as collateralized financing transactions and are recorded at their contracted resale or repurchase amount plus accrued interest. A repo is a transaction in which a firm buys or sells financial instruments from/to a counterparty, typically in exchange for cash, and simultaneously enters into an agreement to resell or repurchase the same or substantially the same financial instruments to/from such counterparty at a stated price plus accrued interest at a future date. When the Company receives securities as collateral, and has concluded it (i) is the transferor and (ii) can pledge the securities to third parties, the Company recognizes the securities received as collateral at fair value in Securities owned, at fair value with the corresponding obligation to return the securities received as collateral at fair value in Securities sold, not yet purchased, at fair value. Securities received as collateral are not recognized when the Company either (i) is not the transferor or (ii) cannot pledge the securities to third parties. The initial collateral advanced approximates or is greater than the market value of securities purchased or sold in the transaction. The Company typically enters into repurchase transactions with counterparties that prefer repurchase transactions to securities borrowed and securities loaned transactions. The Company has executed master repurchase agreements with such counterparties and utilizes such counterparties to finance its own positions, or replace a securities lending transaction with a repurchase for matched book purposes. The Company monitors the market value of repurchases on a daily basis, with additional collateral obtained or returned, as necessary. Repurchases may also result in credit exposures for the Company in an event that the counterparties are unable to fulfill their contractual obligations. The Company mitigates its credit risk by continuously monitoring its credit exposure and collateral values by demanding additional collateral or returning excess collateral in accordance with the netting provisions available in the master repurchase contracts in place with the counterparties. Interest paid is recorded in interest and dividends expense in accordance with US GAAP on repurchase agreement transactions on an accrual basis in the accompanying condensed consolidated statements of operations. |
Goodwill and Intangible Assets | Goodwill and intangible assets Goodwill Goodwill represents the excess of the purchase price consideration of acquired companies over the estimated fair value assigned to the individual assets acquired and liabilities assumed. Goodwill is allocated to the Company's reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it generally no longer retains its identification with a particular acquisition but instead becomes identifiable with the reporting unit. As a result, all of the fair value of each reporting unit is available to support the value of goodwill allocated to the unit. In accordance with US GAAP requirements for testing for impairment of goodwill, the Company tests goodwill for impairment on an annual basis or at an interim period if events or changed circumstances would more likely than not reduce the fair value of a reporting unit below its carrying amount. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that fair value exceeds its carrying amount, then performing a quantitative impairment test is not necessary. If the Company concludes otherwise, the Company is required to perform a quantitative impairment test that requires a comparison of the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, the related goodwill is not considered impaired and no further analysis is required. If the carrying value of the reporting unit exceeds its fair value, then the Company recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Intangible assets |
Temporary Equity | Temporary EquityTemporary equity consists of Redeemable 5.625% Series A cumulative perpetual convertible preferred stock ("Series A Convertible Preferred Stock"). The Company has irrevocably elected to cash settle $1,000.00 of each conversion of any share of the Series A Convertible Preferred Stock. As the holders can exercise the conversion option on their shares of Series A Convertible Preferred Stock at any time and require cash payment upon conversion, the Company has classified the Series A Convertible Preferred Stock preferred stock in temporary equity. |
Non-controlling interests in consolidated subsidiaries | Non-controlling interests in consolidated subsidiariesNon-controlling interests represent the pro rata share of the income or loss of the non-wholly owned consolidated entities attributable to the other owners of such entities. When non-controlling interest holders do not have redemption features that can be exercised at the option of the holder currently or contingent upon the occurrence of future events, their ownership has been classified as a component of permanent equity. Ownership which has been classified in permanent equity are non-controlling interests for which the holder does not have the unilateral right to redeem its ownership interests |
Revenue recognition | Revenue recognitionThe Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company follows a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. Significant judgments are required in the application of the five-step model including: when determining whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. The Company's principal sources of revenue are generated within two segments. The Op Co segment generates revenue through five principal sources: investment banking revenue, brokerage revenue, management fees, investment income (loss) and incentive income. Investment income is excluded from ASC Topic 606. The Asset Co segment generates revenue through investment income (loss), management fees and incentive income. Revenue from contracts with customers includes management fees, incentive income, investment banking revenue and brokerage services revenue excluding principal transactions. ASC Topic 606 does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts. The following is a description of principal activities, from which the Company generates its revenue. For more detailed information about reportable segments, see Note 23. Investment banking The Company earns investment banking revenue primarily from fees associated with public and private capital raising transactions and providing strategic advisory services. Investment banking revenues are derived primarily from public and private small- and mid-capitalization companies within the Company's sectors. Investment banking revenue consists of underwriting fees, strategic/financial advisory fees, expenses reimbursed from clients and placement and sales agent fees. • Underwriting fees. The Company earns underwriting fees in securities offerings in which the Company acts as an underwriter, such as initial public offerings, follow-on equity offerings, debt offerings, and convertible securities offerings. Fee revenue relating to underwriting commitments is recorded at the point in time when all significant items relating to the underwriting process have been completed and the amount of the underwriting revenue has been determined. This generally is the point at which all of the following have occurred: (i) the issuer's registration statement has become effective with the SEC or the other offering documents are finalized; (ii) the Company has made a firm commitment for the purchase of securities from the issuer; (iii) the Company has been informed of the number of securities that it has been allotted; and (iv) the issuer obtains control and benefits of the offering; which generally occurs on trade date. Underwriting fees are recognized gross of transaction-related expenses, and such amounts are adjusted to reflect actual expenses in the period in which the Company receives the final settlement, typically within 90 days following the closing of the transaction. • Strategic/financial advisory fees. The Company's strategic advisory revenue includes success fees earned in connection with advising companies, principally in mergers, acquisitions and restructuring transactions. The Company also earns fees for related advisory work such as providing fairness opinions. A significant portion of the Company's advisory revenue (i.e., success-related advisory fees) is considered variable consideration and recognized when it is probable that the variable consideration will not be reversed in a future period. The variable consideration is constrained until satisfaction of the performance obligation. The Company records strategic advisory revenues at the point in time, gross of related expenses, when the services for the transactions are completed or the contract is canceled under the terms of each assignment or engagement. • Placement and sales agent fees. The Company earns placement agency fees and sales agent commissions in non-underwritten transactions, such as private placements of loans and debt and equity securities, including private investment in public equity transactions ("PIPEs"), and as sales agent in at-the-market offerings of equity securities. The Company records placement revenues (which may be in cash and/or securities) at the point in time when the services for the transactions are completed under the terms of each assignment or engagement. The Company records sales agent commissions on a trade-date basis. • Expense reimbursements from clients. Investment banking revenue includes expense reimbursements for transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction. Expense reimbursements associated with investment banking engagements are recognized in revenue at the point in time when the Company is contractually entitled to reimbursement. The related expenses are presented gross within their respective expense category in the accompanying condensed consolidated statements of operations. Brokerage Brokerage revenue consists of commissions, principal transactions, equity research fees and trade conversion revenue. • Commissions. Commission revenue includes fees from executing and clearing client transactions and commission sharing arrangements. Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Commission revenues associated with combined trade execution and clearing services on a standalone basis, are recognized at a point in time on trade-date. Commission revenues are generally paid on settlement date and the Company records a receivable between trade-date and payment on settlement date. The Company permits institutional customers to allocate a portion of their commissions to pay for research products and other services provided by third parties. The amounts allocated for those purposes are commonly referred to as "soft dollar arrangements". The Company also offers institutional clients the ability to allocate a portion of their gross commissions incurred on trades executed with various brokers to pay for research products and other services provided by third parties by entering into commission sharing arrangements. The Company acts as an agent in the soft dollar and commission sharing arrangements as the customer controls the use of the soft dollars and directs payments to third-party service providers on its behalf. Accordingly, amounts allocated to soft dollar arrangements are netted against commission revenues and recorded on trade date. Commissions on soft dollar brokerage are recorded net of the related expenditures. The costs of commission sharing arrangements are recorded for each eligible trade and shown net of commission revenue. • Equity research fees. Equity research fees are paid to the Company for providing access to equity research. In the US, revenue is recognized once an arrangement exists, access to research has been provided and the customer has benefited from the research. As part of Markets in Financial Instruments Directive ("MiFID II"), the international customers of the Company's broker-dealers have executed equity research contracts with its clients. The contracts either contain a fixed price for providing access to research or a price at the discretion of the customer with a contract minimum. Fixed equity research fees are recognized over the contract period as the customer is benefiting from the research throughout the contract term. When the equity research fees are based on the customer’s discretion with a contract minimum, the Company recognizes the contract minimum over the life of the contract as the customer benefits from the research provided and adjusts the revenue when the Company can estimate the amount of equity research fees over the contract minimum. Additionally, the Company earns variable consideration for attending client conferences and events. Revenue is recognized when the Company attends a client conference or event. • Trade conversion revenue. Trade conversion revenue includes fees earned from converting foreign securities into an American Depository Receipt ("ADR") and fees earned from converting an ADR into foreign securities on behalf of customers, and margins earned from facilitating customer foreign exchange transactions. Trade conversion revenue is recognized on a trade-date basis. Investment Income Investment income (loss) consists of securities principal transactions, net, portfolio fund principal transactions, net and carried interest allocations. Investment income is excluded from ASC Topic 606. • Securities principal transactions, net. Principal transactions, net includes realized gains and losses from transactions in financial instruments and unrealized gains and losses from ongoing changes in the fair value of the Company’s positions. Principal transactions, net generated by the Company's broker-dealers include net trading gains and losses from the Company's market-making activities in over-the-counter equity and fixed income securities, trading of convertible securities, and trading gains and losses on inventory and other Company positions, which include securities previously received as part of investment banking transactions. In certain cases, the Company provides liquidity to clients by buying or selling blocks of shares of listed stocks without previously identifying the other side of the trade at execution, which subjects the Company to market risk. These positions are typically held for a short duration. With respects to the Company's proprietary trading strategies, purchases and sales of securities, net of commissions, derivative contracts, and the related revenues and expenses are recorded on a trade-date basis with net trading gains and losses included as a component of Investment income - Securities principal transactions, net, in the accompanying condensed consolidated statements of operations. • Portfolio Fund principal transactions, net. Portfolio funds include interests in private investment partnerships, foreign investment companies and other collective investment vehicles which may be managed by the Company or its affiliates. The Company applies the practical expedient provided by the US GAAP fair value measurements and disclosures guidance relating to investments in certain entities that calculate NAV per share (or its equivalent). The practical expedient permits an entity holding certain investments that calculates NAV per share or its equivalent for which the fair value is not readily determinable and is considered an investment company under ASC 946 to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy. Realized and unrealized gains (losses) resulting from changes in NAV per share are reflected within Investment income – portfolio fund principal transactions, net in the accompanying condensed consolidated statements of operations. • Carried interest allocations. The Company is allocated carried interest based on net profits (as defined in the respective investment management or partnership agreement) related to certain of the Company's private equity investment funds. For the private equity fund products the Company offers, the carried interest earned is typically up to 30% of the distributions made to investors after return of their contributed capital and generally a preferred return. The Company recognizes carried interest allocated to the Company under an equity ownership model as investment income - carried interest allocations in the accompanying condensed consolidated statements of operations accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures. Under the equity method of accounting the Company recognizes its allocations of incentive income or carried interest within Investment Income - Carried interest allocations in the accompanying condensed consolidated statements of operations along with the allocations proportionate to the Company's ownership interests in the investment funds. Generally, carried interest is recognized after the investor has received a full return of its invested capital, plus a preferred return. However, for certain private equity structures, the Company is entitled to receive incentive fees earlier, provided that the investors have received their preferred return on a current basis or on an investor by investor basis. These private equity structures are generally subject to a potential clawback of these incentive fees upon the liquidation of the private equity structure if the investor has not received a full return of its invested capital plus the preferred return thereon. Management fees The Company earns management fees from investment funds and certain managed accounts for which it serves as the investment manager; such fees earned are typically based on committed or invested capital for private equity funds and net asset value for hedge funds. The Company has determined that the primary drivers of management fees are committed and invested capital relating to private equity funds and assets under management relating to hedge funds. The management fees are earned as the investment management services are provided and are not subject to reversals. The performance obligation related to the transfer of these services is satisfied over time because the customer is receiving and consuming the benefits as they are provided by the Company. Management fees are generally paid on a quarterly basis and are prorated for capital inflows (or commitments) and redemptions (or distributions) and are recognized as revenue at that time as they relate specifically to the services provided in that period, which are distinct from the services provided in other periods. While some investors may have separately negotiated fees, in general the management fees are as follows: • Private equity funds. Management fees for the Company's private equity funds are generally charged at an annual rate of 1% to 2% of committed capital during the investment period (as defined in the relevant partnership agreement). After the investment period, management fees for these private equity funds are generally charged at an annual rate of 1% to 2% of the net asset value or the aggregate cost basis of the unrealized investments held by the private equity funds. For certain other private equity funds (and managed accounts), the management fees range from 0.2% to 1% and there is no adjustment based on the investment period. Management fees for the Company's private equity funds are generally paid on a quarterly basis. • Hedge funds. Management fees for the Company's hedge funds are generally charged at an annual rate of up to 2% of net asset value. Management fees are generally calculated monthly at the end of each month. Incentive income The Company earns incentive income based on net profits (as defined in the respective investment management or partnership agreement) related to certain of the Company's investment funds and managed accounts. The incentive income is charged to the investment funds in accordance with their corresponding investment management or partnership agreement. For the hedge funds the Company offers, incentive income earned is typically up to 20% (in certain cases on performance in excess of a benchmark) of the net profits earned for the full year that are attributable to each fee-paying investor. The Company recognizes incentive income charged to the Company's hedge funds based on the net profits of the hedge funds. The Company recognizes such incentive income when the fees are no longer subject to reversal or are crystallized. For certain hedge funds, the incentive fee crystallizes annually when the high-water mark for such hedge funds is reset, which delays recognition of the incentive fee until year end. In periods following a period of a net loss attributable to an investor, the Company generally does not earn incentive income on any future profits attributable to such investor until the accumulated net loss from prior periods is recovered, an arrangement commonly referred to as a "high-water mark." Generally, incentive income is earned after the investor has received a full return of its invested capital, plus a preferred return. Consolidated Funds – principal transaction, net Purchases and sales of securities, net of commissions, derivative contracts, and the related revenues and expenses are recorded on a trade-date basis with net trading gains and losses included as a component of Consolidated Funds - Principal transactions, net in the accompanying condensed consolidated statements of operations. Certain of the Companies Consolidated Funds invest in other investment funds for which the Company applies the practical expedient provided by the US GAAP fair value measurements and disclosures guidance relating to investments in certain entities that calculate NAV per share (or its equivalent). The practical expedient permits an entity holding investments in certain entities that either are investment companies or have attributes similar to an investment company, and calculate NAV 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. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy. Realized and unrealized gains (losses) resulting from changes in NAV per share are reflected within Consolidated Funds – Principal transaction, net. Interest and dividends Interest and dividends are earned by the Company from various sources. The Company receives interest and dividends primarily from securities finance activities and securities held by the Company for purposes of investing capital, investments held by its Consolidated Funds and its brokerage balances. Interest is recognized in accordance with US GAAP and market convention for the imputation of interest of the host financial instrument. Interest income is recognized on the debt of those issuers that is deemed collectible. Interest income and expense includes premiums and discounts amortized and accreted on debt investments based on criteria determined by the Company using the effective yield method, which assumes the reinvestment of all interest payments. Dividends are recognized on the ex-dividend date. Insurance and reinsurance Premiums for insurance and reinsurance contracts are earned over the coverage period. In most cases, premiums are recognized as revenues ratably over the term of the contract with unearned premiums computed on a monthly basis. For each of its contracts, the Company determines if the contract provides indemnification against loss or liability relating to insurance risk, in accordance with US GAAP. If the Company determines that a contract does not expose it to a reasonable possibility of a significant loss from insurance risk, the Company records the contract under the deposit method of accounting with any net amount receivable reflected as an asset in other assets, and any net amount payable reflected as a liability within accounts payable, accrued expenses and other liabilities on the condensed consolidated statements of financial condition. The liabilities for losses and loss adjustment expenses are recorded at the estimated ultimate payment amounts, including reported losses. Estimated ultimate payment amounts are based upon (1) reports of losses from policyholders, (2) individual case estimates and (3) estimates of incurred but unreported losses. Provisions for losses and loss adjustment expenses are charged to earnings after deducting amounts recovered and estimates of recoverable amounts and are included in other expenses on the condensed consolidated statements of operations. Costs of acquiring new policies, which vary with and are directly related to the production of new policies, have been deferred to the extent that such costs are deemed recoverable from future premiums or gross profits. Such costs include commissions and allowances as well as certain costs of policy issuance and underwriting and are included within other assets in the condensed consolidated statements of financial condition. All of the items above are reported net of any Outward Reinsurance (see Note 18), which is determined as the portion of the Company’s premiums, liabilities for losses and loss adjustment expenses, provisions for losses and loss adjustment expenses, and costs of acquiring new policies that are ceded to providers of such Outward Reinsurance pursuant to their terms and conditions. These ceded amounts are calculated based on the same principles outlined above. Interest and dividends expense Interest and dividends expense relates primarily to securities finance activities, trading activity with respect to the Company's investments and interest expense on debt. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with US GAAP which requires the recognition of tax benefits or expenses based on the estimated future tax effects of temporary differences between the financial statement and tax basis of its assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets to an amount that is more likely than not to be realized. The Company evaluates its deferred tax assets for recoverability considering negative and positive evidence, including its historical financial performance, projections of future taxable income, future reversals of existing taxable temporary differences, and tax planning strategies. The Company records a valuation allowance against its deferred tax assets to bring them to a level that it is more likely than not to be utilized. US GAAP clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements, requiring the Company to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes accrued interest and penalties related to its uncertain tax positions as a component of income tax expense. In accordance with federal and state tax laws, the Company and its subsidiaries file consolidated federal, state, and local income tax returns as well as stand-alone state and local tax returns. The Company also has subsidiaries that are residents in foreign countries where tax filings have to be submitted on a stand-alone or combined basis. These subsidiaries are subject to taxes in their respective countries and the Company is responsible for and therefore reports all taxes incurred by these subsidiaries in the condensed consolidated statements of operations. The foreign jurisdictions where the Company owns subsidiaries and has tax filing obligations are the United Kingdom, Luxembourg, Malta, Guernsey, Germany, Switzerland, Israel, South Africa, Canada and Hong Kong. |
Recent pronouncements | Recent pronouncements In August 2020, the FASB issued guidance simplifying an issuer’s accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separate accounting for embedded conversion features; separate accounting is still required in certain cases. The guidance also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. The guidance requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The guidance requires new disclosures about events that occur during the reporting period and cause conversion contingencies to be met and about the fair value of a public business entity’s convertible debt at the instrument level. For public business entities, the guidance is effective for reporting periods beginning after December 15, 2021 and interim periods within those fiscal years with early adoption permitted. The Company adopted the guidance as of January 1, 2022 under the modified retrospective method. With the adoption of this guidance, the Company is required to include the portion of the Series A Convertible Preferred Stock that can be settled in Class A common stock (the amount in excess of $1,000.00 per share of the Series A Convertible Preferred Stock) in the diluted earnings per share calculation. See Note 21 for the calculation of diluted earnings per share. In August 2018, the FASB issued guidance prescribing targeted improvements to financial services – insurance industry accounting guidance for long-duration contracts. The new guidance (i) prescribes the discount rate to be used in measuring the liability for future policy benefits for traditional and limited payment long-duration contracts, and requires assumptions for those liability valuations to be updated after contract inception, (ii) requires more market-based product guarantees on certain separate account and other account balance long-duration contracts to be accounted for at fair value, (iii) simplifies the amortization of deferred acquisition costs for virtually all long-duration contracts, and (iv) introduces certain financial statement presentation requirements, as well as significant additional quantitative and qualitative disclosures. For all entities, the guidance is effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact of the new guidance. In June 2022, the FASB issued guidance that amends ASC 820 to clarify that when evaluating the fair value of an equity security a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security's unit of account. Accordingly, an entity should not consider the |
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 unvested restricted shares and restricted stock units. 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, for the entire period being presented. The number of performance-linked unvested restricted stock units that are included in the calculation are at the amount that could be earned using current payout rates. 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 previously concluded that it had the intent and ability to settle the December 2022 Convertible Notes in cash and, as a result, the convertible notes did not have an impact on the Company's diluted earnings per share calculation. On March 24, 2021, the Company issued a redemption notice announcing that the Company would redeem all of the December 2022 Convertible Notes (See Note 12). On June 24, 2021, the Company cash settled the December 2022 Convertible Notes up to the principal amount of the December 2022 Convertible Notes and share settled through the delivery of shares of the Company’s Class A common stock for the remainder of the conversion obligation in excess of the principal amount. The shares of the Company’s Class A common stock issued are within basic earnings per share subsequent to June 24, 2021. Prior to that date, the Company has applied the if-converted method to the portion of the December 2022 notes above the principal amount that settled in shares upon a conversion in dilutive earnings per share. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cowen Insurance | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below summarizes the purchase price allocation of net tangible and intangible assets acquired and liabilities assumed as of February 26, 2021: (dollars in thousands) Cash $ 14,844 Securities owned, at fair value 1,571 Fixed assets 30 Intangible assets 4,794 Other assets 12,828 Compensation payable (17) Other liabilities (16,099) Total net identifiable assets acquired and liabilities assumed 17,951 Bargain purchase gain (5,216) Total estimated purchase price $ 12,735 |
Finite-lived Intangible Assets Amortization Expense | As of June 30, 2022, the estimated amortization expense related to these intangible assets in future periods is as follows: (dollars in thousands) 2022 $ 229 2023 458 2024 458 2025 458 2026 458 Thereafter 2,124 $ 4,185 |
Kelvin Re Limited | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below summarizes the net tangible and intangible assets acquired and liabilities assumed as of June 1, 2022: (dollars in thousands) Cash and cash equivalents $ 92,589 Cash collateral pledged 316,049 Premiums receivable from cedants 58,904 Claims recoverable from reinsurers 52,526 Insurance and reinsurance assets 111,430 Other assets 94 Premiums and other costs payable to reinsurers (5,400) Claims liabilities (292,026) Insurance and reinsurance liabilities (297,426) Accounts payable, accrued expenses and other liabilities (1,711) Total net assets acquired $ 221,025 |
Cash Collateral Pledged (Tables
Cash Collateral Pledged (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash Collateral Pledged | As of June 30, 2022 , the Company has the following irrevocable letters of credit, rela ted 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. Location Amount Maturity (dollars in thousands) New York $ 212 April 2023 New York 1,325 October 2022 New York 1,227 August 2022 Boston 193 March 2023 San Francisco 455 October 2025 Tel Aviv, Israel 42 January 2025 $ 3,454 |
Investments of Operating Enti_2
Investments of Operating Entities and Consolidated Funds - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investment Holdings [Line Items] | |
Marketable Securities | As of June 30, 2022 and December 31, 2021, securities owned, at fair value consisted of the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Common stock $ 1,714,485 $ 2,428,820 Preferred stock 197,648 134,930 Warrants and rights 67,836 46,459 Government bonds 12,475 16,002 Corporate bonds 339,046 21,468 Convertible bonds 11,886 5,250 Term loan 7,308 3,907 Trade claims (*) 6,286 3,496 Private investments 1,514 410 $ 2,358,484 $ 2,660,742 |
Schedule of Derivative Instruments | The Company's long and short exposure to derivatives is as follows: Receivable on derivative contracts As of June 30, 2022 As of December 31, 2021 Number of contracts / Notional Value Fair value Number of contracts / Notional Value Fair value (dollars in thousands) Futures $ 17,611 $ 691 $ — $ — Currency forwards $ 157,280 695 $ 10,727 80 Equity swaps $ 2,284,579 617,072 $ 1,950,181 305,370 Options (a) 161,755 83,755 217,393 61,219 Interest rate swap (c) $ — — $ 285,000 1,208 Netting - swaps (b) (203,583) (81,742) $ 498,630 $ 286,135 Payable for derivative contracts As of June 30, 2022 As of December 31, 2021 Number of contracts / Notional Value Fair value Number of contracts / Notional Value Fair value (dollars in thousands) Futures $ — $ — $ 9,378 $ 266 Currency forwards $ 19,375 23 $ 149,575 1,346 Equity swaps $ 917,763 113,533 $ 988,329 114,689 Interest rate swaps (c) $ 400,000 2,547 $ — — Options (a) 160,487 29,627 182,440 36,192 Netting - swap (b) (95,323) (92,330) $ 50,407 $ 60,163 (a) Includes the volume of contracts for index, equity, commodity future and cash conversion options. (b) Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments. (c) Interest rate swap offsetting the Company's floating rate debt on the Company's term loan. See Note 12 The following tables present the gross and net derivative positions and the related offsetting amount, as of June 30, 2022 and December 31, 2021. This table does not include the impact of over-collateralization. Gross amounts offset on the Condensed Consolidated Statements of Financial Condition (a) Net amounts included on the Condensed Consolidated Statements of Financial Condition Gross amounts not offset in the Condensed Consolidated Statements of Financial Condition Gross amounts recognized Financial instruments (a) Cash Collateral pledged (a) Net amounts (dollars in thousands) As of June 30, 2022 Receivable on derivative contracts, at fair value $ 702,213 $ 203,583 $ 498,630 $ 4,451 $ 385,769 $ 108,410 Payable for derivative contracts, at fair value 145,730 95,323 50,407 4,889 — 45,518 As of December 31, 2021 Receivable on derivative contracts, at fair value $ 367,877 $ 81,742 $ 286,135 $ 1,421 $ 211,442 $ 73,272 Payable for derivative contracts, at fair value 152,493 92,330 60,163 2,839 — 57,324 (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. |
Schedule of Other Investments | As of June 30, 2022 and December 31, 2021, other investments included the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Portfolio funds, at fair value (1) $ 122,356 $ 137,986 Carried interest (2) 38,181 88,925 Equity method investments (3) 32,603 47,200 $ 193,140 $ 274,111 |
Schedule of Other Investments, Portfolio Funds | The portfolio funds, at fair value as of June 30, 2022 and December 31, 2021, included the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) HealthCare Royalty Partners LP (a)(*) $ 725 $ 832 HealthCare Royalty Partners II LP (a)(*) 1,255 1,259 Eclipse Ventures Fund I, L.P. (b) 5,645 5,829 Eclipse Ventures Fund II, L.P. (b) 2,508 2,354 Eclipse Continuity Fund I, L.P. (b) 1,521 1,641 Starboard Value and Opportunity Fund LP (c)(*) 44,829 49,252 Starboard Value and Opportunity Fund Ltd (c) (*) 2,484 2,732 Lagunita Biosciences, LLC (d) 3,984 5,671 Starboard Leaders Fund LP (e)(*) 2,575 2,823 Formation8 Partners Fund I, L.P. (f) 17,599 20,992 BDC Fund I Coinvest 1, L.P. (g) 1,250 1,250 Difesa Partners, LP (h) 918 1,017 Cowen Sustainable Investments I LP (i)(*) 11,753 13,102 Cowen Healthcare Investments II LP (i) (*) 9,650 13,055 Cowen Healthcare Investments III LP (i)(*) 6,536 8,426 Cowen Healthcare Investments IV LP (i)(*) 2,671 1,071 Eclipse SPV I, LP (j)(*) 1,445 1,445 TriArtisan ES Partners LLC (k)(*) 1,843 1,805 TriArtisan PFC Partners LLC (l)(*) 1,111 1,112 Ramius Merger Fund LLC (m)(*) 1,493 1,692 Other private investment (n)(*) 245 303 Other affiliated funds (o)(*) 316 323 $ 122,356 $ 137,986 * 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 22. (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) Each of Eclipse Ventures Fund I, L.P., Eclipse Ventures Fund II, L.P. and Eclipse Continuity Fund I, L.P. are venture capital funds which invests in early stage and growth stage hardware companies. Distributions will be made when the underlying investments are liquidated. (c) Starboard Value and Opportunity Fund LP and Starboard Value and Opportunity Fund Ltd are hedge funds with a focused and fundamental approach to investing in publicly traded US companies. Both funds permit quarterly withdrawals upon 90 days' notice. (d) Lagunita Biosciences, LLC, is 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. (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 investor's 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) BDC Fund I Coinvest 1, L.P. is a private equity fund focused on investing in growth companies in industries disrupted by digitization. Distributions will be made when the underlying investments are liquidated. (h) Difesa Partners, LP permits semi-annual withdrawals occurring on or after the anniversary of initial contribution upon 90 days written notice. (i) Cowen Sustainable Investments I LP, Cowen Healthcare Investments II LP, Cowen Healthcare Investments III LP and Cowen Healthcare Investments IV LP are private equity funds. Distributions are made from the fund when cash flows or securities are received from the underlying investments. Investors do not have redemption rights. (j) Eclipse SPV I, L.P. is a co-investment vehicle organized to invest in a private company focused on software-driven automation projects. Distributions will be made when the underlying investments are liquidated. (k) TriArtisan ES Partners LLC is a co-investment vehicle organized to invest in a privately held nuclear services company. Distributions will be made when the underlying investment is liquidated. (l) TriArtisan PFC Partners LLC is a co-investment vehicle organized to invest in a privately held casual dining restaurant chain. Distributions will be made when the underlying investment in liquidated. (m) Ramius Merger Fund LLC permits monthly withdrawals on 45 days prior notice. (n) Other private investment represents the Company's closed end investment in a portfolio fund that invests in a wireless broadband communication provider in Italy. |
Carried Interest | The carried interest as of June 30, 2022 and December 31, 2021, included the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Cowen Healthcare Investments II LP $ 14,098 $ 23,327 Cowen Healthcare Investments III LP 1,413 18,523 Cowen Sustainable Investments I LP 613 7,436 Cowen Sustainable Investments Offshore I LP 118 9,196 CSI I Prodigy Co-Investment LP 1,317 2,436 CSI PRTA Co- Investment LP 4,993 9,535 TriArtisan TGIF Partners LLC 4,283 4,047 TriArtisan ES Partners LLC 3,461 3,401 TriArtisan PFC Partners LLC 7,142 9,394 TriArtisan SBE Partners LLC 362 — Ramius Multi-Strategy Fund LP 261 587 Ramius Merger Fund LLC 1 861 RCG IO Renergys Sarl 119 136 Other affiliated funds — 46 $ 38,181 $ 88,925 |
Schedule Equity Method Investments | The following table summarizes equity method investments held by the Company: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Starboard Value LP $ 25,778 $ 36,889 HealthCare Royalty GP III, LLC 1,714 1,957 HealthCare Royalty GP, LLC 1,355 1,451 HealthCare Royalty GP II, LLC 213 213 HealthCare Royalty GP IV, LLC 1,545 1,716 RCG Longview Debt Fund IV Management, LLC 331 331 HCR Overflow Fund GP, LLC 698 839 HCRP MGS Account Management, LLC 301 598 HCR Stafford Fund GP, LLC 418 2,955 Other 250 251 $ 32,603 $ 47,200 |
Schedule of Securities Sold, Not yet Purchased | As of June 30, 2022 and December 31, 2021, securities sold, not yet purchased, at fair value consisted of the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Common stock $ 1,069,580 $ 1,192,396 Corporate bonds 37 37 Preferred stock 21,863 9,009 Warrants and rights 9 6 $ 1,091,489 $ 1,201,448 |
Schedule of Assets and Associated Liabilities Accounted for as Secured Borrowings | The following tables present the contractual gross and net securities borrowing and lending agreements and securities sold under agreements to repurchase and the related offsetting amount as of June 30, 2022 and December 31, 2021. Gross amounts not offset on the Condensed Consolidated Statements of Financial Condition Gross amounts recognized, net of allowance Gross amounts offset on the Condensed Consolidated Statements of Financial Condition (a) Net amounts included on the Condensed Consolidated Statements of Financial Condition Additional Amounts Available Financial instruments Cash Collateral pledged (b) Net amounts (dollars in thousands) As of June 30, 2022 Securities borrowed $ 1,574,854 $ — $ 1,574,854 $ — $ 1,483,593 $ — $ 91,261 Securities loaned 1,353,229 — 1,353,229 — 1,318,861 — 34,368 Securities purchased under agreements to resell 411 — 411 — 426 — (15) Securities sold under agreements to repurchase 177,052 — 177,052 — 218,368 — (41,316) As of December 31, 2021 Securities borrowed 1,704,603 — 1,704,603 — 1,652,007 — 52,596 Securities loaned 1,586,572 — 1,586,572 — 1,592,140 — (5,568) Securities sold under agreements to repurchase $ 63,469 $ — $ 63,469 $ — $ 74,443 $ — $ (10,974) (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 cash collateral held/posted. |
Investments Classified by Contractual Maturity Date | The following tables present gross obligations for securities loaned and securities sold under agreements to repurchase by remaining contractual maturity and class of collateral pledged as of June 30, 2022 and December 31, 2021: Open and Overnight Up to 30 days 31 - 90 days Greater than 90 days Total (dollars in thousands) As of June 30, 2022 Securities loaned Common stock $ 1,227,110 $ — $ — $ — $ 1,227,110 Corporate bonds 126,119 — — — 126,119 Securities purchased under agreements to resell U.S. Treasury securities 411 — — — 411 Securities sold under agreements to repurchase Common stock 30,242 — — — 30,242 Corporate bonds 94,801 — — — 94,801 U.S. Treasury securities 52,009 — — — 52,009 As of December 31, 2021 Securities loaned Common stock 1,570,835 — — — 1,570,835 Corporate bonds 15,737 — — — 15,737 Securities sold under agreements to repurchase Common stock $ — $ 20,906 $ 42,563 $ — $ 63,469 |
Fair Value, Concentration of Risk | Investment's percentage of the Company's stockholders' equity Issuer Security Type Country Industry Percentage of Stockholders' Equity Market Value (dollars in thousands) As of June 30, 2022 Linkem S.p.A. Equity, warrants, and shareholder loan Italy Wireless Broadband 7.72 % $ 80,790 As of June 30, 2022 Polysign, Inc Preferred - Series B and C United States of America Financial Technology 5.45 % $ 57,053 As of December 31, 2021 Linkem S.p.A. Equity and warrants Italy Wireless Broadband 8.22 % $ 83,537 |
Consolidated Funds | |
Investment Holdings [Line Items] | |
Schedule of Other Investments, Portfolio Funds | Investments in portfolio funds, at fair value As of June 30, 2022 and December 31, 2021, investments in portfolio funds, at fair value, included the following: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Investments of Enterprise LP $ 81,855 $ 99,067 $ 81,855 $ 99,067 |
Fair Value Measurements for O_2
Fair Value Measurements for Operating Entities and Consolidated Funds (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021: Assets at Fair Value as of June 30, 2022 Level 1 Level 2 Level 3 Netting (c) Total (dollars in thousands) Operating Entities Securities owned, at fair value Government bonds $ 12,475 $ — $ — $ — $ 12,475 Preferred stock 19,672 — 177,976 — 197,648 Common stock 1,671,543 680 42,262 — 1,714,485 Convertible bonds — — 11,886 — 11,886 Corporate bonds — 334,984 4,062 — 339,046 Trade claims — — 6,286 — 6,286 Term loan — 2,834 4,474 — 7,308 Warrants and rights 32,552 — 35,284 — 67,836 Private investments — 866 648 — 1,514 Receivable on derivative contracts, at fair value Futures 691 — — 691 Currency forwards — 695 — — 695 Equity swaps — 617,072 — (203,583) 413,489 Options 83,540 — 215 — 83,755 $ 1,820,473 $ 957,131 $ 283,093 $ (203,583) $ 2,857,114 Portfolio funds measured at net asset value (a) 122,356 Consolidated Funds' portfolio funds measured at net asset value (a) 81,855 Carried interest (a) 38,181 Equity method investments (a) 32,603 Total investments $ 3,132,109 Liabilities at Fair Value as of June 30, 2022 Level 1 Level 2 Level 3 Netting (c) Total (dollars in thousands) Operating Entities Securities sold, not yet purchased, at fair value Common stock $ 1,069,403 $ 177 $ — $ — $ 1,069,580 Corporate bonds — 37 — — 37 Preferred stock 21,863 — — — 21,863 Warrants and rights 9 — — — 9 Payable for derivative contracts, at fair value Currency forwards — 23 — — 23 Equity swaps — 113,533 — (95,323) 18,210 Interest rate swaps — 2,547 — — 2,547 Options 27,371 — 2,256 — 29,627 Accounts payable, accrued expenses and other liabilities Contingent consideration liability (b) — — 38,247 — 38,247 $ 1,118,646 $ 116,317 $ 40,503 $ (95,323) $ 1,180,143 (a) In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above 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 first quarter of 2019 (the acquisition of Quarton International AG "Quarton"), the fourth quarter of 2020 (the acquisition of MHT Partners, LP "MHT") and the fourth quarter of 2021 (the acquisition of Portico Capital Advisors "Portico"), 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 through December 31, 2024. For all acquisitions the Company estimated the contingent consideration liabilities using a combination of Monte Carlo and Discounted Cash Flow methods which require 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 for the Quarton acquisition can range from $12.5 million to $14.9 million. The undiscounted amounts for the MHT acquisition have no minimum or maximum as it is calculated based on revenue. The undiscounted amounts for the Portico acquisition can range from zero to $58.0 million. (c) Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments. Assets at Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Netting (c) Total (dollars in thousands) Operating Entities Securities owned, at fair value Government bonds $ 16,002 $ — $ — $ — $ 16,002 Preferred stock 12,299 — 122,631 — 134,930 Common stock 2,396,041 121 32,658 — 2,428,820 Convertible bonds — — 5,250 — 5,250 Corporate bonds — 19,049 2,419 — 21,468 Trade claims — — 3,496 — 3,496 Term loan — 3,907 — — 3,907 Private investments — — 410 — 410 Warrants and rights 31,056 — 15,403 — 46,459 Receivable on derivative contracts, at fair value Currency forwards — 80 — — 80 Equity swaps — 305,370 — (81,742) 223,628 Options 60,985 — 234 — 61,219 Interest rate swap — 1,208 — — 1,208 $ 2,516,383 $ 329,735 $ 182,501 $ (81,742) $ 2,946,877 Portfolio funds measured at net asset value (a) 137,986 Consolidated Funds' portfolio funds measured at net asset value (a) 99,067 Carried interest (a) 88,925 Equity method investments (a) 47,200 Total investments $ 3,320,055 Liabilities at Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Netting (c) Total (dollars in thousands) Operating Entities Securities sold, not yet purchased, at fair value Common stock $ 1,192,396 $ — $ — $ — $ 1,192,396 Corporate bonds — 37 — — 37 Preferred stock 9,009 — — — 9,009 Warrants and rights 6 — — — 6 Payable for derivative contracts, at fair value Futures 266 — — — 266 Currency forwards — 1,346 — — 1,346 Equity swaps — 114,689 — (92,330) 22,359 Options 32,773 — 3,419 — 36,192 Accounts payable, accrued expenses and other liabilities Contingent consideration liability (b) — — 62,223 — 62,223 $ 1,234,450 $ 116,072 $ 65,642 $ (92,330) $ 1,323,834 (a) In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above 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 first quarter of 2019 (the Quarton acquisition), the fourth quarter of 2020 (the MHT acquisition) and the fourth quarter of 2021 (the Portico acquisition), 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 through December 31, 2024. For all acquisitions the Company estimated the contingent consideration liabilities using a combination of Monte Carlo and Discounted Cash Flow methods which require 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 for the Quarton acquisition can range from $10.1 million to $25.0 million. The undiscounted amounts for the MHT acquisition have no minimum or maximum as it is calculated based on revenue. The undiscounted amounts for the Portico acquisition can range from zero to $58.0 million. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table includes a roll forward of the amounts for the three and six months ended June 30, 2022 and 2021 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 June 30, 2022 Balance at March 31, 2022 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at June 30, 2022 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 169,701 $ — $ — $ 16,723 $ — $ (8,448) $ 177,976 $ (8,448) Common stock 39,831 — — 4,013 (13) (1,569) 42,262 (1,578) Convertible bonds 5,250 — — 6,636 — — 11,886 — Corporate bonds 2,426 1,082 (c) — 560 (9) 3 4,062 3 Options, asset 228 — — — — (13) 215 (13) Options, liability 3,079 — — — — (823) 2,256 (823) Term Loan — — — 4,452 — 22 4,474 22 Warrants and rights 18,557 — — 656 (84) 16,155 35,284 16,333 Trade claims 4,840 — — 1,995 (629) 80 6,286 (861) Private investments 550 — — — (25) 123 648 99 Contingent consideration liability 57,339 — — — (19,092) — 38,247 — Three Months Ended June 30, 2021 Balance at March 31, 2021 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at June 30, 2021 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 56,476 $ — $ — $ 46,801 $ — $ 2,193 $ 105,470 $ 2,193 Common stock 22,706 3,409 (b) — 6,246 (5,086) 14,325 41,600 14,820 Convertible bonds 3,137 — — 4,777 (3,000) 4,798 9,712 4,799 Corporate bonds 136 — — 12 (55) 14 107 20 Options, asset 241 — — — — 3 244 3 Options, liability 3,297 — — — — 322 3,619 322 Term Loan 12,424 — — — — 139 12,563 139 Warrants and rights 7,924 2,928 (b) — — (404) 1,183 11,631 1,348 Trade claims 5,905 — — 813 (88) (911) 5,719 (2,923) Private investments 1,085 — — — (419) — 666 — Corporate bond, liability 415 — — — (110) (305) — — Government bonds, liability 522 — — — (291) (231) — — Contingent consideration liability 19,579 — — — — 5,231 24,810 5,231 Consolidated Funds Common stock 2,951 (4,000) (b) — — — 1,049 — — Warrants and rights 5,329 — — — (3,777) (1,552) — — Six Months Ended June 30, 2022 Balance at December 31, 2021 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at June 30, 2022 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 122,631 $ — $ — $ 20,164 $ (1,100) $ 36,281 $ 177,976 $ 36,281 Common stock 32,658 — — 6,031 (46) 3,619 42,262 3,609 Convertible bonds 5,250 — — 6,636 — — 11,886 — Corporate bond 2,419 1,082 (c) — 560 (9) 10 4,062 10 Options, asset 234 — — — — (19) 215 (19) Options, liability 3,419 — — — — (1,163) 2,256 (1,163) Term loan — — — 4,452 — 22 4,474 22 Warrants and rights 15,403 — — 1,069 (84) 18,896 35,284 19,074 Trade claims 3,496 — — 3,661 (1,244) 373 6,286 (568) Private investments 410 — — 353 (275) 160 648 135 Contingent consideration liability 62,223 — — — (29,168) 5,192 38,247 5,192 Six Months Ended June 30, 2021 Balance at December 31, 2020 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at June 30, 2021 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 59,967 $ — $ — $ 48,659 $ (4,651) $ 1,495 $ 105,470 $ (1,830) Common stock 23,786 3,409 (b) (5,354) (a) 9,472 (6,473) 16,760 41,600 16,498 Convertible bonds 6,040 — — 5,827 (6,930) 4,775 9,712 4,776 Corporate Bond, asset 135 — — 82 (103) (7) 107 (29) Options, asset 251 — — — — (7) 244 (7) Options, liability 3,915 — — — — (296) 3,619 (296) Warrants and rights 6,547 2,928 (b) — 3,406 (1,610) 360 11,631 504 Term Loan 12,623 — — 322 — (382) 12,563 (382) Trade claim 8,713 — — 2,191 (4,304) (881) 5,719 (1,902) Private investments 642 — — 443 (419) — 666 — Corporate bond, liability 704 — — — (399) (305) — — Government bonds, liability 1,500 — — — (1,569) 69 — — Contingent consideration liability 37,952 — — — (11,312) (1,830) 24,810 (1,830) Consolidated Funds Common stock 2,951 (4,000) (b) — — — 1,049 — — Warrants and rights 5,806 — — — (4,447) (1,359) — — (1) Unrealized gains/losses are reported in Investment income - Securities principal transactions, net in the accompanying condensed consolidated statements of operations. (a) The entity in which the Company is invested completed an initial public offering. (b) Fair market value derived using models and private transactions. (c) The transfers between level 1, level 2 and level 3 are due to the change in the availability of observable inputs. |
Fair Value Inputs, Assets, Quantitative Information | The following table includes quantitative information as of June 30, 2022 and December 31, 2021 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 June 30, 2022 Valuation Techniques Unobservable Inputs Range Weighted Average Level 3 Assets (dollars in thousands) Common and preferred stocks $ 172,521 Discounted cash flows Guideline companies Discount rate EBITDA Market Multiples 12.5% - 40% 4.2x - 7.9x 28.3% 6.6x Options 215 Discounted cash flows Guideline companies Discount rate EBITDA Market Multiples 12.5% - 13.5% 6.25x - 6.75x 13.5% 6.5x Trade claims 1,925 Discounted cash flows Discount rate 54% 54% Warrants and rights 15,378 Discounted cash flows Guideline companies Option pricing model Discount rate EBITDA Market Multiples Volatility 12.5% - 13.5% 6.25x - 6.75x 56.2% - 140% 13.5% 6.5x 80.6% Other level 3 assets (a) 93,054 Total level 3 assets $ 283,093 Level 3 Liabilities Options 2,256 Option pricing model Discount rate Volatility 2.99% 35% 2.99% 35% Contingent consideration liability 38,247 Discounted cash flows Monte Carlo simulation Discount rate Volatility 9% - 16% 17% - 21% 13% 19.1% Total level 3 liabilities $ 40,503 Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, 2021 Valuation Techniques Unobservable Inputs Range Weighted Average Level 3 Assets (dollars in thousands) Common and preferred stocks $ 76,491 Discounted cash flows Guideline companies Discount rate EBITDA Market Multiples 12.5% - 20% 6.25x - 6.75x 13% 6.5x Trade claims 2,376 Discounted cash flows Discount rate 40% 40% Warrants and rights 4,483 Discounted cash flows Guideline companies Option pricing model Discount rate EBITDA Market Multiples Volatility 12.5% - 13.5% 6.25x - 6.75x 90% - 100% 13% 6.5x 95% Options 234 Discounted cash flows Guideline companies Discount rate EBITDA Market Multiples 12.5% - 13.5% 6.25x - 6.75x 13% 6.5x Other level 3 assets (a) 98,917 Total level 3 assets $ 182,501 Level 3 Liabilities Options 3,419 Option pricing model Volatility 35% 35% Contingent consideration liability 62,223 Discounted cash flows Monte Carlo simulation Discount rate Volatility 7% - 15% 20% - 24% 12% 22% Total level 3 liabilities $ 65,642 |
Fair Value Measurements, Nonrecurring | 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 2e). June 30, 2022 December 31, 2021 Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value (dollars in thousands) Financial Assets Operating companies Cash and cash equivalents $ 926,768 $ 926,768 $ 914,343 $ 914,343 Level 1 Cash collateral pledged 145,570 145,570 47,494 47,494 Level 2 Segregated cash 198,772 198,772 194,701 194,701 Level 1 Securities purchased under agreements to resell 411 411 — — Level 2 Securities borrowed 1,574,854 1,574,854 1,704,603 1,704,603 Level 2 Loans receivable 5,130 5,130 (b) 4,858 4,858 (b) Level 3 Consolidated Funds Cash and cash equivalents 25 25 296 296 Level 1 Financial Liabilities Securities sold under agreements to repurchase 177,052 177,052 63,469 63,469 Level 2 Securities loaned 1,353,229 1,353,229 1,586,572 1,586,572 Level 2 Notes payable and other debt 623,792 (c) 613,604 (a) 623,371 (c) 655,229 (a) Level 2 (a) Notes payable and other debt are based on the last broker quote available. (b) The fair market value of level 3 loans is calculated using discounted cash flows where applicable. |
Receivables from and payables_2
Receivables from and payables to brokers, dealers and clearing organizations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Brokers and Dealers [Abstract] | |
Schedule of Due to (from) Broker-Dealers and Clearing Organizations | As of June 30, 2022 and December 31, 2021, amounts receivable from brokers, dealers and clearing organizations include: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Broker-dealers $ 1,607,034 $ 1,533,713 Securities failed to deliver 63,471 17,851 Clearing organizations 40,871 56,075 Securities borrowed/loaned interest receivable 7,390 6,708 $ 1,718,766 $ 1,614,347 As of June 30, 2022 and December 31, 2021, amounts payable to brokers, dealers and clearing organizations include: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Broker-dealers $ 602,229 $ 483,112 Securities failed to receive 34,943 57,894 Clearing organizations 72,355 37,925 Securities borrowed/loaned interest payable 10,445 7,622 $ 719,972 $ 586,553 |
Convertible Debt and Notes Pa_2
Convertible Debt and Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Capital Lease Obligations | As of June 30, 2022 and December 31, 2021, the Company's outstanding debt was as follows: As of June 30, 2022 As of December 31, 2021 (dollars in thousands) Notes payable $ 174,264 $ 174,015 Term loan 433,661 435,147 Other notes payable 14,737 12,537 Finance lease obligations 1,130 1,672 $ 623,792 $ 623,371 |
Direct Financing Lease, Lease Income [Table Text Block] | For the six months ended June 30, 2022 and 2021, quantitative information regarding the Company's finance lease obligations reflected in the accompanying condensed consolidated statements of operations, the supplemental cash flow information and certain other information related to finance leases were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Lease cost Finance lease cost: Amortization of finance lease right-of-use assets $ 301 $ 318 $ 625 $ 627 Interest on lease liabilities $ 16 $ 31 $ 35 $ 65 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 35 $ 65 Financing cash flows from finance leases $ 594 $ 856 Weighted average remaining lease term - operating leases (in years) 1.57 2.08 Weighted average discount rate - operating leases 4.62 % 4.73 % |
Schedule of Maturities of Debt and Future Minimum Lease Payments for Capital Leases | Annual scheduled maturities of debt and minimum payments (of principal and interest) for all debt outstanding as of June 30, 2022, are as follows: Notes Payable Term Loan Other Notes Payable Finance Lease (dollars in thousands) 2022 $ 6,703 $ 12,768 $ 3,380 $ 506 2023 13,405 25,206 12,593 500 2024 88,578 25,050 543 100 2025 7,750 24,782 — 51 2026 7,750 24,570 — 12 Thereafter 150,375 448,395 — — Subtotal 274,561 560,771 16,516 1,169 Less (a) (100,297) (127,110) (1,779) (39) Total $ 174,264 $ 433,661 $ 14,737 $ 1,130 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Treasury Stock Activity | The following represents the activity relating to the treasury stock held by the Company during the six months ended June 30, 2022: Treasury Stock Shares Cost Average Cost per Share Balance outstanding at December 31, 2021 28,047,929 $ 547,112 $ 19.51 Shares purchased for minimum tax withholding under the 2010 and 2020 Equity Plans or other similar transactions 551,199 16,562 30.05 Purchase of treasury stock 919,002 27,428 29.85 Balance outstanding at June 30, 2022 29,518,130 $ 591,102 $ 20.03 |
Non-Controlling Interests in _2
Non-Controlling Interests in Consolidated Subsidiaries and Funds (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling interests in consolidated subsidiaries and investment funds | Redeemable and nonredeemable non-controlling interests in consolidated subsidiaries and investment funds and the related net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds are comprised as follows: As of June 30, 2022 As of June 30, 2021 (dollars in thousands) Nonredeemable non-controlling interests in consolidated subsidiaries and investment funds Operating companies Beginning balance $ 126,105 $ 83,818 Capital contributions 14,877 27,821 Capital distributions (6,953) (4,196) Income (loss) attributable to non-controlling interests 11,214 21,786 Ending balance 145,243 129,229 Consolidated Funds Beginning balance 33,630 115,806 Capital contributions — 19,017 Capital distributions — (19,271) Deconsolidation of entity — (74,813) Income (loss) attributable to non-controlling interests (6,064) (3,469) Ending balance 27,566 37,270 Total Nonredeemable non-controlling interests in consolidated subsidiaries and investment funds $ 172,809 $ 166,499 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accumulated Other Comprehensive Income / (Loss) [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Beginning balance $ — $ (3) $ (2) $ (7) Foreign currency translation 1 1 3 5 Ending balance $ 1 $ (2) $ 1 $ (2) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue from External Customers by Products and Services | For the three and six months ended June 30, 2022 and 2021, the following tables presents revenues from contracts with customers disaggregated by fee type and segment. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Revenue from contracts with customers Operating Company Investment banking Underwriting fees $ 10,830 $ 88,680 $ 28,413 $ 242,984 Strategic/financial advisory fees 39,806 100,518 98,595 174,073 Placement and sales agent fees 48,010 31,380 70,593 103,924 Expense reimbursements from clients 1,523 4,403 4,110 8,834 Total investment banking revenue 100,169 224,981 201,711 529,815 Brokerage Commissions 138,227 126,170 290,710 285,851 Trade conversion revenue 7,895 6,082 15,305 12,323 Equity research fees 5,909 4,997 12,112 9,590 Total brokerage revenue from customers 152,031 137,249 318,127 307,764 Management fees 16,522 14,768 33,078 40,267 Incentive income — 169 633 2,427 Total revenue from contracts with customers - Op Co $ 268,722 $ 377,167 $ 553,549 $ 880,273 Asset Company Management fees 195 226 408 470 Incentive income — — — — Total revenue from contracts with customers - Asset Co 195 226 408 470 Total revenue from contracts with customers $ 268,917 $ 377,393 $ 553,957 $ 880,743 |
Insurance and reinsurance (Tabl
Insurance and reinsurance (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Abstract] | |
Effects of Reinsurance | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Incurred and paid claims Insurance (net of Outward Reinsurance) $ 868 $ 1,055 $ 1,935 $ 1,798 Inward Reinsurance 8,970 1,533 12,081 5,438 Total $ 9,838 $ 2,588 $ 14,016 $ 7,236 Change in claims outstanding and claims IBNR Insurance (net of Outward Reinsurance) $ 209 $ (75) $ 263 $ (211) Inward Reinsurance (10,121) (72) (10,660) (631) Total $ (9,912) $ (147) $ (10,397) $ (842) As of June 30, 2022 and December 31, 2021, insurance and reinsurance assets and liabilities consisted of the following: As of June 30, 2022 As of December 31, 2021 Insurance and reinsurance assets Reinsurance recoverable on paid claims $ 83,077 $ 9,072 Deferred acquisition costs 6,776 5,672 Cash advances held by cedants 3,523 3,523 Reinsurance recoverable on claims reserves 55,449 11,806 Total $ 148,825 $ 30,073 Insurance and reinsurance liabilities Reinsurance payables on paid claims $ 17,552 $ 3,837 Unearned Premium reserve 31,267 23,241 Loss reserves (incurred claims and IBNR) 313,890 44,191 Total $ 362,709 $ 71,269 |
Share-Based Payments, Deferre_2
Share-Based Payments, Deferred Compensation and Employee Ownership Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
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 six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Nonvested Restricted Class A Common Shares and Class A Common Restricted Stock Units Weighted-Average Nonvested Restricted Class A Common Shares and Class A Common Restricted Stock Units Weighted-Average Beginning balance outstanding 4,595,342 $ 24.33 5,450,191 $ 17.56 Granted 2,031,143 31.55 1,683,983 35.10 Vested (713,578) 18.03 (1,122,823) 6.49 Canceled — — — — Forfeited (69,210) 21.97 (24,582) 18.31 Ending balance outstanding 5,843,697 $ 27.64 5,986,769 $ 24.57 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Basic and Diluted | The computation of earnings per share is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars and share data in thousands, except per share data) Net income (loss) $ (818) $ 59,078 $ 54,329 $ 211,144 Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds (14,981) 13,755 5,150 18,317 Net income (loss) attributable to Cowen Inc. 14,163 45,323 49,179 192,827 Preferred stock dividends 1,698 1,698 3,396 3,396 Net income (loss) attributable to Cowen Inc. common stockholders for basic earnings per share $ 12,465 $ 43,625 45,783 189,431 Change in fair value of contingently issuable shares (44) — (4) — Net income (loss) attributable to Cowen Inc. common stockholders for diluted earnings per share $ 12,421 $ 43,625 $ 45,779 $ 189,431 Shares for basic and diluted calculations: Weighted average shares used in basic computation 27,897 26,903 28,138 27,130 Performance based restricted stock 371 771 372 608 Contingently issuable common stock in connection with acquisitions 10 18 82 9 December 2022 Convertible Notes — 2,743 — 2,840 Series A Convertible Preferred Stock 34 — 366 — Restricted stock 1,841 3,423 1,941 3,116 Weighted average shares used in diluted computation 30,153 33,858 30,899 33,703 Earnings (loss) per share: Basic $ 0.45 $ 1.62 $ 1.63 $ 6.98 Diluted $ 0.41 $ 1.29 $ 1.48 $ 5.62 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease, Lease Income | For the three and six months ended June 30, 2022 and 2021, quantitative information regarding the Company's operating lease obligations reflected in the accompanying condensed consolidated statements of operations were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Lease cost Operating lease cost $ 6,423 $ 5,833 $ 13,037 $ 11,603 Short-term lease cost 81 32 127 65 Variable lease cost 627 864 1,464 1,770 Sublease income (137) (156) (292) (316) Total lease costs $ 6,994 $ 6,573 $ 14,336 $ 13,122 The following table summarizes the supplemental cash flow information and certain other information related to operating leases for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 (dollars in thousands) Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,132 $ 13,625 Weighted average remaining lease term - operating leases (in years) 5.42 4.60 Weighted average discount rate - operating leases 4.16 % 4.09 % |
Future Minimum Annual Lease and Service Payments | As of June 30, 2022, maturities of the outstanding operating lease liabilities for the Company were as follows: Equipment Leases (operating) Real Estate and Other Facility Rental (a) (b) (c) (dollars in thousands) 2022 $ 208 $ 9,768 2023 387 24,563 2024 371 22,289 2025 370 11,558 2026 278 8,252 Thereafter — 24,337 Total operating leases 1,614 100,767 Less discount 74 11,305 Less short-term leases — 17 Total lease liability $ 1,540 $ 89,445 (a) The Company has entered into various agreements to sublease certain of its premises. (b) During the six months ended June 30, 2022, the Company recognized an increase of $8.9 million of operating right-of-use assets and leases liabilities related to facility leases. (c) The company has assigned a lease but has remained as the guarantor for performance of the assignee's rent payment obligations for the remainder of the term of the assigned lease at a the maximum amount of $0.6 million. As of June 30, 2022, future minimum annual service payments for the Company were as follows: Service Payments (dollars in thousands) 2022 $ 16,018 2023 19,545 2024 8,928 2025 3,939 2026 3,253 Thereafter 7,357 Total service payment commitments $ 59,040 |
Other Commitments | The following table summarizes unfunded commitments as of June 30, 2022: Entity Unfunded Commitments Commitment Term (dollars in thousands) HealthCare Royalty Partners funds (a) $ 6,452 2.5 years Eclipse Ventures Fund I, L.P. $ 28 2.5 years Eclipse Fund II, L.P. $ 18 3.5 years Eclipse Continuity Fund I, L.P. $ 12 4.5 years Cowen Healthcare Investments III LP $ 1,552 4.5 years Cowen Healthcare Investments IV LP $ 5,095 5.5 years Cowen Sustainable Investments I LP $ 14,643 7.5 years |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting Information, by Segment | The following table sets forth operating results for the Company's consolidated US GAAP net income (loss) and related reclassifications and adjustments necessary to reconcile to the Company's Economic Income (Loss) measure which represents the Company's Op Co and Asset Co segments' results: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Economic Income Op Co $ 104 $ 51,149 $ 36,398 $ 195,006 Asset Co (1,485) (3,655) (332) (5,128) Adjustments applied to arrive at Net Income (loss) Income attributable to non-controlling interest (14,981) 13,755 5,150 18,317 Preferred stock dividends 1,698 1,698 3,396 3,396 Amortization of (discount)/premium on convertible debt (78) (772) (154) (1,544) Acquisition related amounts (78) (76) (158) (317) Contingent liability adjustments 19,093 (5,230) 13,961 1,566 Debt extinguishment gain (loss) and accelerated debt costs — (5,557) — (10,095) Bargain purchase gain — — — 3,855 US GAAP Income tax expense (5,908) (10,244) (17,797) (64,672) Economic income tax expense 817 18,010 13,865 70,760 Net income (loss) $ (818) $ 59,078 $ 54,329 $ 211,144 Economic Income (Loss) information provided and reviewed by the CODM includes (i) non-interest revenue, (ii) interest revenue, (iii) interest expense, (iv) depreciation and amortization expense and (v) income taxes presented on an Economic Income (Loss) basis by Segment. The following table sets forth the included segment information on a US GAAP basis with reconciliations to consolidated amounts. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (dollars in thousands) Op Co Non-Interest Revenue $ 275,435 $ 397,454 $ 643,087 $ 1,095,340 Interest Revenue 38,769 57,904 79,100 109,007 Total Revenues 314,204 455,358 722,187 1,204,347 Interest Expense 43,730 60,147 87,030 113,950 Depreciation and Amortization 6,991 4,561 14,170 8,910 Income Taxes 5,964 11,765 17,796 66,850 Asset Co Non-Interest Revenue (11,857) 3,188 (9,258) 1,520 Interest Revenue 64 209 72 411 Interest Revenue, Consolidated funds 2 2 4 4 Total Revenues (11,791) 3,399 (9,182) 1,935 Interest Expense 1,277 1,930 2,513 3,204 Depreciation and Amortization 6 4 12 9 Income Taxes (56) (1,521) 1 (2,178) Total Segment Non-Interest Revenue * 263,578 400,642 633,829 1,096,860 Interest Revenue 38,833 58,113 79,172 109,418 Interest Revenue, Consolidated funds 2 2 4 4 Total Revenues $ 302,413 $ 458,757 $ 713,005 $ 1,206,282 Interest and Dividend Expense (includes dividend expense of $8.9 million and $1.0 million for the three months ended June 30, 2022 and 2021 and $10.9 million and $3.6 million for the six months ended June 30, 2022 and 2021, respectively) 53,925 63,073 100,449 120,714 Depreciation and Amortization 6,997 4,565 14,182 8,919 Income Taxes 5,908 10,244 17,797 64,672 * Includes dividend revenue of $9.7 million and $4.0 million for the three months ended June 30, 2022 and 2021, respectively and $15.7 million and $12.1 million for the six months ended June 30, 2022 and 2021, respectively. Dividend revenue, consolidated funds, was immaterial for the three and six months ended June 30, 2022 and 2021, respectively. |
Regulatory Requirements (Tables
Regulatory Requirements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Brokers and Dealers [Abstract] | |
Computation of Net Capital under Securities and Exchange Commission Regulation | As of June 30, 2022, the regulatory net capital, minimum net capital requirement and excess net capital of U.S. regulated broker dealers and swap dealer together with the equivalent of capital requirements and compliance information for foreign broker dealers registered with the FCA and the SFC are presented as follows: Subsidiary Net Capital Minimum Net Capital Requirement Excess Net Capital (dollars in thousands) Cowen and Company $ 426,640 $ 6,447 $ 420,193 ATM Execution $ 6,134 $ 250 $ 5,884 Westminster $ 24,979 $ 250 $ 24,729 Cowen Financial Products $ 59,995 $ 20,000 $ 39,995 Cowen International Ltd (a) $ 48,912 $ 25,579 $ 23,333 Cowen Execution Ltd (a) $ 16,179 $ 4,700 $ 11,479 Cowen Asia (a) $ 1,918 $ 382 $ 1,536 |
Guarantees and Off-Balance Sh_2
Guarantees and Off-Balance Sheet Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Guarantees and Off Balance Sheet Arrangements [Abstract] | |
Schedule of Subordinated Borrowing | The Company maintains uncommitted financing arrangements with large financial institutions, the details of which are summarized below as of June 30, 2022. Lender Contractual Amount Available Amount Maturity Date Description Pledge Lines (dollars in thousands) BMO Harris Bank $ 25,000 $ 25,000 None Broker Loan BMO Harris Bank 75,000 75,000 None Secured Tri-Party Pledge Facility BMO Harris Bank 150,000 150,000 None Secured Depository Trust Company Pledge Line Total 250,000 250,000 Spike Line BMO Harris Bank 150,000 150,000 May 19, 2023 Unsecured committed spike line facility to cover short term increases in National Securities Clearing Corporation margin deposit requirements Revolving Credit Facility Morgan Stanley 25,000 25,000 March 24, 2026 Unsecured Corporate Revolver Total Credit Lines $ 425,000 $ 425,000 |
Organization and Business (Deta
Organization and Business (Details) | 6 Months Ended |
Jun. 30, 2022 division segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business segments | segment | 2 |
Number of divisions | division | 4 |
Significant Accounting Polici_3
Significant Accounting Policies All Other - Quarterly (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Assets | $ 8,755,063 | $ 8,748,814 |
Liabilities | 7,414,333 | 7,452,460 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Assets | 336,800 | 304,100 |
Liabilities | $ 5,400 | $ 9,800 |
Operating Company | Hedge Funds | ||
Asset Management Fees, Percent Fee | 2% | |
Operating Company | During investment period | Minimum | ||
Asset Management Fees, Percent Fee | 1% | |
Operating Company | During investment period | Maximum | ||
Asset Management Fees, Percent Fee | 2% | |
Operating Company | During investment period | Other Healthcare Royalty Partners | Minimum | ||
Asset Management Fees, Percent Fee | 0.20% | |
Operating Company | During investment period | Other Healthcare Royalty Partners | Maximum | ||
Asset Management Fees, Percent Fee | 1% | |
Operating Company | After investment period | Healthcare Royalty Partners | Minimum | ||
Asset Management Fees, Percent Fee | 1% | |
Operating Company | After investment period | Healthcare Royalty Partners | Maximum | ||
Asset Management Fees, Percent Fee | 2% |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 01, 2022 | Feb. 26, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cowen Insurance | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 12,700 | |||||
Payments to Acquire Businesses, Gross | 12,500 | |||||
Escrow | 200 | |||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | 5,200 | |||||
Business Combination Bargain Purchase Gain Related Tax Expense | 1,300 | |||||
Intangible assets | $ 4,794 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||
Amortization of Intangible Assets | $ 100 | $ 100 | $ 200 | $ 200 | ||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | 200 | |||||
Cowen Insurance | License | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 200 | |||||
Cowen Insurance | Customer-Related Intangible Assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 4,600 | |||||
Kelvin Re Limited | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 221,000 | |||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | $ 1,600 |
Acquisition (Preliminary Purcha
Acquisition (Preliminary Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Jun. 01, 2022 | Feb. 26, 2021 |
Cowen Insurance | ||
Business Acquisition [Line Items] | ||
Cash | $ 14,844 | |
Securities owned, at fair value | 1,571 | |
Fixed assets | 30 | |
Intangible assets | 4,794 | |
Other assets | 12,828 | |
Compensation payable | (17) | |
Accounts payable, accrued expenses and other liabilities | (16,099) | |
Total net identifiable assets acquired and liabilities assumed | 17,951 | |
Bargain purchase gain | (5,216) | |
Total estimated purchase price | $ 12,735 | |
Kelvin Re Limited | ||
Business Acquisition [Line Items] | ||
Cash | $ 92,589 | |
Cash collateral pledged | 316,049 | |
Premiums receivable from cedants | 58,904 | |
Claims recoverable from insurers | 52,526 | |
Insurance and reinsurance assets | 111,430 | |
Other assets | 94 | |
Premiums and other costs payable to reinsurers | (5,400) | |
Claims liabilities | (292,026) | |
Insurance and reinsurance liabilities | (297,426) | |
Accounts payable, accrued expenses and other liabilities | (1,711) | |
Total net identifiable assets acquired and liabilities assumed | $ 221,025 |
Acquisition (Amortization Expen
Acquisition (Amortization Expense) (Details) - Cowen Insurance $ in Thousands | Jun. 30, 2022 USD ($) |
Business Acquisition [Line Items] | |
2022 | $ 229 |
2023 | 458 |
2024 | 458 |
2025 | 458 |
2026 | 458 |
Thereafter | 2,124 |
Finite-Lived Intangible Assets, Net | $ 4,185 |
Cash Collateral Pledged (Detail
Cash Collateral Pledged (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Cash collateral pledged | $ 145,570,000 | $ 47,494,000 | $ 64,895,000 |
Letter of credit, borrowing capacity | 425,000,000 | ||
Letters of Credit Outstanding, Amount | 0 | 0 | |
Letter of Credit | Letter of Credit, NY Office 1, Expires April 2023 | |||
Letter of credit, borrowing capacity | 212,000 | ||
Letter of Credit | Letter of Credit, NY Office 2, Expires October 2022 | |||
Letter of credit, borrowing capacity | 1,325,000 | ||
Letter of Credit | Letter of Credit, NY Office 3, Expires August 2022 | |||
Letter of credit, borrowing capacity | 1,227,000 | ||
Letter of Credit | Letter of Credit, Boston Office, Expires March 2023 | |||
Letter of credit, borrowing capacity | 193,000 | ||
Letter of Credit | Letter of Credit, San Francisco Office, Expires October 2025 | |||
Letter of credit, borrowing capacity | 455,000 | ||
Letter of Credit | Letter of Credit, Tel Aviv Israel Office, Expires January 2025 | |||
Letter of credit, borrowing capacity | 42,000 | ||
Facility Leases | |||
Cash collateral pledged | 3,454,000 | 3,400,000 | |
Collateral Reinsurance Agreement | |||
Cash collateral pledged | $ 142,100,000 | $ 44,100,000 |
Segregated Cash (Details)
Segregated Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Segregated Cash [Abstract] | |||
Segregated Cash | $ 198,772 | $ 194,701 | $ 178,179 |
Investments of Operating Enti_3
Investments of Operating Entities and Consolidated Funds - Operating Entities - Securities Owned at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Investment Holdings [Line Items] | |||
Securities owned, at fair value | $ 2,358,484 | $ 2,660,742 | |
Estimate of Fair Value Measurement [Member] | |||
Investment Holdings [Line Items] | |||
Securities owned, at fair value | 6,300 | 3,500 | |
Common Stock | |||
Investment Holdings [Line Items] | |||
Trading Securities, Equity | 1,714,485 | 2,428,820 | |
Preferred Stock | |||
Investment Holdings [Line Items] | |||
Trading Securities, Equity | 197,648 | 134,930 | |
Warrants and Rights | |||
Investment Holdings [Line Items] | |||
Trading Securities, Equity | 67,836 | 46,459 | |
Government Securities | |||
Investment Holdings [Line Items] | |||
Debt Securities, Trading | 12,475 | 16,002 | |
Corporate Bonds | |||
Investment Holdings [Line Items] | |||
Debt Securities, Trading | 339,046 | 21,468 | |
Convertible Bonds | |||
Investment Holdings [Line Items] | |||
Debt Securities, Trading | 11,886 | 5,250 | |
Term Loans | |||
Investment Holdings [Line Items] | |||
Debt Securities, Trading | 7,308 | 3,907 | |
Trade Claims | |||
Investment Holdings [Line Items] | |||
Debt Securities, Trading | [1] | 6,286 | 3,496 |
Private Investments | |||
Investment Holdings [Line Items] | |||
Debt Securities, Trading | $ 1,514 | $ 410 | |
[1]The Company has elected the fair value option for securities owned, at fair value with a fair value of $6.3 million and $3.5 million of trade claims respectively, at June 30, 2022 and December 31, 2021. |
Investments of Operating Enti_4
Investments of Operating Entities And Consolidated Funds - Operating Entities - Receivable On And Payable For Derivative Contracts, At Fair Value (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) contract | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) contract | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) contract | ||
Derivative [Line Items] | ||||||
Receivable on derivative contracts, at fair value | $ 498,630 | $ 498,630 | $ 286,135 | |||
Payable for derivative contracts, at fair value | 50,407 | 50,407 | 60,163 | |||
Other Income [Member] | ||||||
Derivative [Line Items] | ||||||
Realized and unrealized gains/(losses) related to derivatives trading activities | 400,900 | $ (56,500) | 363,100 | $ (21,000) | ||
Receivable on derivatives contracts, at fair value [Member] | ||||||
Derivative [Line Items] | ||||||
Receivable on derivative contracts, at fair value | 498,630 | 498,630 | 286,135 | |||
Derivative Asset, Fair Value, Amount Offset Against Collateral | [1],[2] | (203,583) | (203,583) | (81,742) | ||
Payable for derivatives contracts, at fair value [Member] | ||||||
Derivative [Line Items] | ||||||
Payable for derivative contracts, at fair value | 50,407 | 50,407 | 60,163 | |||
Derivative Liability, Fair Value, Amount Offset Against Collateral | [1],[2] | (95,323) | (95,323) | (92,330) | ||
Futures | ||||||
Derivative [Line Items] | ||||||
Derivative Asset, Notional Amount | 17,611 | 17,611 | 0 | |||
Receivable on derivative contracts, at fair value | 691 | 691 | 0 | |||
Derivative Liability, Notional Amount | 0 | 0 | 9,378 | |||
Payable for derivative contracts, at fair value | 0 | 0 | 266 | |||
Currency Forwards | ||||||
Derivative [Line Items] | ||||||
Derivative Asset, Notional Amount | 157,280 | 157,280 | 10,727 | |||
Receivable on derivative contracts, at fair value | 695 | 695 | 80 | |||
Derivative Liability, Notional Amount | 19,375 | 19,375 | 149,575 | |||
Payable for derivative contracts, at fair value | 23 | 23 | 1,346 | |||
Swaps | ||||||
Derivative [Line Items] | ||||||
Derivative Asset, Notional Amount | 2,284,579 | 2,284,579 | 1,950,181 | |||
Receivable on derivative contracts, at fair value | 617,072 | 617,072 | 305,370 | |||
Derivative Liability, Notional Amount | 917,763 | 917,763 | 988,329 | |||
Payable for derivative contracts, at fair value | $ 113,533 | $ 113,533 | $ 114,689 | |||
Options (held long) | ||||||
Derivative [Line Items] | ||||||
Derivative Asset, Number of Instruments Held | contract | [3] | 161,755 | 161,755 | 217,393 | ||
Receivable on derivative contracts, at fair value | [3] | $ 83,755 | $ 83,755 | $ 61,219 | ||
Options (held short) | ||||||
Derivative [Line Items] | ||||||
Derivative Liability, Number of Instruments Held | contract | [3] | 160,487 | 160,487 | 182,440 | ||
Payable for derivative contracts, at fair value | [3] | $ 29,627 | $ 29,627 | $ 36,192 | ||
Interest rate swap | ||||||
Derivative [Line Items] | ||||||
Derivative Asset, Number of Instruments Held | contract | [4] | 0 | 0 | 285,000,000 | ||
Receivable on derivative contracts, at fair value | [4] | $ 0 | $ 0 | $ 1,208 | ||
Derivative Liability, Notional Amount | 400,000 | 400,000 | 0 | |||
Payable for derivative contracts, at fair value | $ 2,547 | $ 2,547 | $ 0 | |||
[1]Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments.[2]Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred[3]Includes the volume of contracts for index, equity, commodity future and cash conversion options.[4]Interest rate swap offsetting the Company's floating rate debt on the Company's term loan. See Note 12 |
Investments of Operating Enti_5
Investments of Operating Entities And Consolidated Funds - Operating Entities - Gross And Net Derivative Positions And The Related Offsetting Amount (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | |||
Receivable on derivative contracts, at fair value | $ 498,630 | $ 286,135 | |
Payable for derivative contracts, at fair value | 50,407 | 60,163 | |
Receivable on derivatives contracts, at fair value [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 702,213 | 367,877 | |
Derivative Asset, Fair Value, Amount Offset Against Collateral | [1],[2] | 203,583 | 81,742 |
Receivable on derivative contracts, at fair value | 498,630 | 286,135 | |
Financial Instruments, Owned and Pledged as Collateral, at Fair Value | [2] | 4,451 | 1,421 |
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | [2] | 385,769 | 211,442 |
Derivative asset, net of offset | 108,410 | 73,272 | |
Payable for derivatives contracts, at fair value [Member] | |||
Derivative [Line Items] | |||
Derivative Liability, Fair Value, Gross Liability | 145,730 | 152,493 | |
Derivative Liability, Fair Value, Amount Offset Against Collateral | [1],[2] | 95,323 | 92,330 |
Payable for derivative contracts, at fair value | 50,407 | 60,163 | |
Financial Instruments, Owned and Pledged as Collateral, at Fair Value | [2] | 4,889 | 2,839 |
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | [2] | 0 | 0 |
Derivative Liability, net of offset | $ 45,518 | $ 57,324 | |
[1]Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments.[2]Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred |
Investments of Operating Enti_6
Investments of Operating Entities And Consolidated Funds - Operating Entities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income [Member] | ||||
Derivative [Line Items] | ||||
Realized and unrealized gains/(losses) related to derivatives trading activities | $ 400.9 | $ (56.5) | $ 363.1 | $ (21) |
Investments of Operating Enti_7
Investments of Operating Entities And Consolidated Funds - Operating Entities - Other Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Investment Holdings [Line Items] | |||
Other investments | $ 193,140 | $ 274,111 | |
Portfolio Funds | |||
Investment Holdings [Line Items] | |||
Market Value | 122,356 | 137,986 | |
Other investments | [1] | 122,356 | 137,986 |
Carried interest | |||
Investment Holdings [Line Items] | |||
Other investments | [1] | 38,181 | 88,925 |
Equity Method Investments | |||
Investment Holdings [Line Items] | |||
Other investments | [1] | $ 32,603 | $ 47,200 |
[1]In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above 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 Enti_8
Investments of Operating Entities And Consolidated Funds - Operating Entities - Portfolio Funds (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | ||
Investment Holdings [Line Items] | |||
Other investments | $ 193,140 | $ 274,111 | |
Portfolio Funds | |||
Investment Holdings [Line Items] | |||
Other investments | [1] | 122,356 | 137,986 |
Healthcare Royalty Partners | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [2],[3] | 725 | 832 |
Healthcare Royalty Partners II | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [2],[3] | 1,255 | 1,259 |
Eclipse Ventures Fund I, L.P. | Portfolio Funds | |||
Investment Holdings [Line Items] | |||
Other investments | [4] | 5,645 | 5,829 |
Eclipse Venture Fund II, L.P. | Portfolio Funds | |||
Investment Holdings [Line Items] | |||
Other investments | [4] | 2,508 | 2,354 |
Eclipse Continuity Fund I, L.P. | Portfolio Funds | |||
Investment Holdings [Line Items] | |||
Other investments | [4] | 1,521 | 1,641 |
Starboard Value and Opportunity Fund LP | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[5] | $ 44,829 | 49,252 |
Required notice period, withdrawal | 90 days | ||
Starboard Value and Opportunity Fund Ltd | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[5] | $ 2,484 | 2,732 |
Lagunita Biosciences, LLC | Portfolio Funds | |||
Investment Holdings [Line Items] | |||
Other investments | [6] | 3,984 | 5,671 |
Starboard Leaders Fund LP | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[7] | $ 2,575 | 2,823 |
Unfunded Commitment cancellation | 30 days | ||
Formation 8 Partners Fund I LP | Portfolio Funds | |||
Investment Holdings [Line Items] | |||
Other investments | [8] | $ 17,599 | 20,992 |
BDC Fund I Coinvest 1, L.P. | Portfolio Funds | |||
Investment Holdings [Line Items] | |||
Other investments | [9] | 1,250 | 1,250 |
Difesa Partners LP | Portfolio Funds | |||
Investment Holdings [Line Items] | |||
Other investments | [10] | $ 918 | 1,017 |
Difesa Partners LP | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Required notice period, withdrawal | 90 days | ||
Cowen Sustainable Investments I LP | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[11] | $ 11,753 | 13,102 |
Cowen Healthcare Investments II LP | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[11] | 9,650 | 13,055 |
Cowen Healthcare Investments III LP | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[11] | 6,536 | 8,426 |
Cowen Healthcare Investments IV LP | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[11] | 2,671 | 1,071 |
Elipse SPV I,LP | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[12] | 1,445 | 1,445 |
Triartisan ES Partners, LLC | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[13] | 1,843 | 1,805 |
Triartisan PFC Partners, LLC | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[14] | 1,111 | 1,112 |
Ramius Merger Fund LLC | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[15] | $ 1,493 | 1,692 |
Required notice period, withdrawal | 45 days | ||
Other Private Investment | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[16] | $ 245 | 303 |
Other Funds | Portfolio Funds | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | [3],[17] | $ 316 | $ 323 |
[1]In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated statement of financial condition.[2]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.[3]These portfolio funds are affiliates of the Company.[4]Each of Eclipse Ventures Fund I, L.P., Eclipse Ventures Fund II, L.P. and Eclipse Continuity Fund I, L.P. are venture capital funds which invests in early stage and growth stage hardware companies. Distributions will be made when the underlying investments are liquidated.[5]Starboard Value and Opportunity Fund LP and Starboard Value and Opportunity Fund Ltd are hedge funds with a focused and fundamental approach to investing in publicly traded US companies. Both funds permit quarterly withdrawals upon 90 days' notice.[6]Lagunita Biosciences, LLC, is 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.[7]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 investor's initial capital contribution.[8]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.[9]BDC Fund I Coinvest 1, L.P. is a private equity fund focused on investing in growth companies in industries disrupted by digitization. Distributions will be made when the underlying investments are liquidated.[10]Difesa Partners, LP permits semi-annual withdrawals occurring on or after the anniversary of initial contribution upon 90 days written notice.[11]Cowen Sustainable Investments I LP, Cowen Healthcare Investments II LP, Cowen Healthcare Investments III LP and Cowen Healthcare Investments IV LP are private equity funds. Distributions are made from the fund when cash flows or securities are received from the underlying investments. Investors do not have redemption rights[12]Eclipse SPV I, L.P. is a co-investment vehicle organized to invest in a private company focused on software-driven automation projects. Distributions will be made when the underlying investments are liquidated.[13]TriArtisan ES Partners LLC is a co-investment vehicle organized to invest in a privately held nuclear services company. Distributions will be made when the underlying investment is liquidated.[14]TriArtisan PFC Partners LLC is a co-investment vehicle organized to invest in a privately held casual dining restaurant chain. Distributions will be made when the underlying investment in liquidated.[15]Ramius Merger Fund LLC permits monthly withdrawals on 45 days prior 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 investment funds are affiliates of the Company or are managed by the Company and the investors can redeem from these funds as investments are liquidated. |
Investments of Operating Enti_9
Investments of Operating Entities and Consolidated Funds - Operating Entities - Carried Interest (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Investment Holdings [Line Items] | |||
Other investments | $ 193,140 | $ 274,111 | |
Carried interest | |||
Investment Holdings [Line Items] | |||
Other investments | [1] | 38,181 | 88,925 |
Cowen Healthcare Investments II LP | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 14,098 | 23,327 | |
Cowen Healthcare Investments III LP | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 1,413 | 18,523 | |
Cowen Sustainable Investments I LP | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 613 | 7,436 | |
Cowen Sustainable Investments Offshore I LP | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 118 | 9,196 | |
CSI I Prodigy Co-Investment LP | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 1,317 | 2,436 | |
CSI PRTA Co-Investment LP | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 4,993 | 9,535 | |
Triartisan TGIF Partners LLC | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 4,283 | 4,047 | |
Triartisan ES Partners, LLC | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 3,461 | 3,401 | |
Triartisan PFC Partners, LLC | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 7,142 | 9,394 | |
Triartisan SBE Partners, LLC | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 362 | 0 | |
Ramius Multi-Strategy Fund LP | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 261 | 587 | |
Ramius Merger Fund LLC | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 1 | 861 | |
RCG IO Renergys Sarl | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | 119 | 136 | |
Other Funds | Carried interest | Affiliated Entity | |||
Investment Holdings [Line Items] | |||
Other investments | $ 0 | $ 46 | |
[1]In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above 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 Ent_10
Investments of Operating Entities and Consolidated Funds - Operating Entities - Equity Method Investment - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Equity Method Investment, Other than Temporary Impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Net gains (losses) on other investments | $ 3,527,000 | $ 6,730,000 | $ 9,107,000 | $ 19,375,000 |
Investments of Operating Ent_11
Investments of Operating Entities and Consolidated Funds - Operating Entities - Equity Method Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Net gains (losses) on other investments | $ 3,527 | $ 6,730 | $ 9,107 | $ 19,375 | |
Equity method investments | 32,603 | 32,603 | $ 47,200 | ||
Starboard Value LP | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 25,778 | 25,778 | 36,889 | ||
Healthcare Royalty GP III, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 1,714 | 1,714 | 1,957 | ||
Healthcare Royalty GP, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 1,355 | 1,355 | 1,451 | ||
Healthcare Royalty GP II, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 213 | 213 | 213 | ||
Healthcare Royalty GP IV, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 1,545 | 1,545 | 1,716 | ||
RCG Longview Debt Fund IV Management, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 331 | 331 | 331 | ||
HCR Overflow Fund GP, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 698 | 698 | 839 | ||
HCRP MGS Account Management, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 301 | 301 | 598 | ||
HCR Stafford Fund GP, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 418 | 418 | 2,955 | ||
Other | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 250 | $ 250 | $ 251 |
Investments of Operating Ent_12
Investments of Operating Entities and Consolidated Funds - Operating Entities - Securities Sold, Not Yet Purchased (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Investments Sold, Not yet Purchased [Line Items] | ||
Securities sold, not yet purchased, at fair value | $ 1,091,489 | $ 1,201,448 |
Common Stock | ||
Investments Sold, Not yet Purchased [Line Items] | ||
Securities sold, not yet purchased, at fair value | 1,069,580 | 1,192,396 |
Corporate Bonds | ||
Investments Sold, Not yet Purchased [Line Items] | ||
Securities sold, not yet purchased, at fair value | 37 | 37 |
Preferred Stock | ||
Investments Sold, Not yet Purchased [Line Items] | ||
Securities sold, not yet purchased, at fair value | 21,863 | 9,009 |
Warrants and Rights | ||
Investments Sold, Not yet Purchased [Line Items] | ||
Securities sold, not yet purchased, at fair value | $ 9 | $ 6 |
Investments of Operating Ent_13
Investments of Operating Entities and Consolidated Funds - Operating Entities - Securities Sold/Purchased Under Agreements To Repurchase/Resell And Securities Lending And Borrowing Transactions (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Securities borrowed | $ 1,574,854 | $ 1,704,603 | |
Securities Borrowed, Offset Against Collateral, Net of Not Subject to Master Netting Arrangement, Policy Election | [1] | 0 | 0 |
Securities Borrowed | 1,574,854 | 1,704,603 | |
Securities borrowed, additional amounts, asset | 0 | 0 | |
Securities Borrowed, Not Offset, Policy Election Deduction | 1,483,593 | 1,652,007 | |
Securities Borrowed, Collateral, Obligation to Return Cash | [2] | 0 | 0 |
Securities Borrowed, Amount Offset Against Collateral | 91,261 | 52,596 | |
Securities Loaned | 1,353,229 | 1,586,572 | |
Securities Loaned, Offset Against Collateral, Net of Not Subject to Master Netting Arrangement, Policy Election | [1] | 0 | 0 |
Securities Loaned, Gross amounts recognized | 1,353,229 | 1,586,572 | |
Securities Loaned, Additional Amounts Available | 0 | 0 | |
Securities Loaned, Not Offset, Policy Election Deduction | 1,318,861 | 1,592,140 | |
Securities Loaned, Collateral, Right to Reclaim Cash | [2] | 0 | 0 |
Securities Loaned, Amount Offset Against Collateral | 34,368 | (5,568) | |
Securities Sold under Agreements to Repurchase, Gross Including Not Subject to Master Netting Arrangement | [1] | 0 | 0 |
Securities Sold under Agreements to Repurchase | 177,052 | 63,469 | |
Securities sold under agreements to repurchase, additional amounts | 0 | 0 | |
Securities sold under agreements to repurchase, Fair value | 218,368 | 74,443 | |
Securities borrowed, cash collateral pledged | 0 | ||
Securities Loaned, Net amounts | (41,316) | (10,974) | |
Securities Purchased under Agreements to Resell | 411 | 0 | |
Securities Sold under Agreements to Repurchase, Gross | 0 | ||
Securities purchased under agreements to resell, additional amounts | 0 | ||
Securities Purchased under Agreements to Resell, Fair Value of Collateral | 426 | ||
Securities Purchased under Agreements to Resell, Collateral, Obligation to Return Securities | (15) | ||
Securities Sold under Agreements to Repurchase, Collateral, Right to Reclaim Cash | [2] | $ 0 | $ 0 |
[1]Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred.[2]Includes the amount of cash collateral held/posted. |
Investments of Operating Ent_14
Investments of Operating Entities and Consolidated Funds - Operating Entities - Gross Obligations For Securities Loaned And Securities Sold Under Agreements To Repurchase (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | $ 1,353,229 | $ 1,586,572 |
Securities Purchased under Agreements to Resell | 411 | 0 |
Securities sold, not yet purchased, at fair value | 1,091,489 | 1,201,448 |
Corporate Bonds | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 126,119 | 15,737 |
Securities sold, not yet purchased, at fair value | 94,801 | |
Corporate Bonds | Open and Overnight | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 126,119 | 15,737 |
Securities sold, not yet purchased, at fair value | 94,801 | |
Corporate Bonds | Up to 30 days | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 0 | 0 |
Securities sold, not yet purchased, at fair value | 0 | |
Corporate Bonds | 31 - 90 days | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 0 | 0 |
Securities sold, not yet purchased, at fair value | 0 | |
Corporate Bonds | Greater than 90 days | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 0 | 0 |
Securities sold, not yet purchased, at fair value | 0 | |
Common Stock | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 1,227,110 | 1,570,835 |
Securities sold, not yet purchased, at fair value | 30,242 | 63,469 |
Common Stock | Open and Overnight | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 1,227,110 | 1,570,835 |
Securities sold, not yet purchased, at fair value | 30,242 | 0 |
Common Stock | Up to 30 days | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 0 | 0 |
Securities sold, not yet purchased, at fair value | 0 | 20,906 |
Common Stock | 31 - 90 days | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 0 | 0 |
Securities sold, not yet purchased, at fair value | 0 | 42,563 |
Common Stock | Greater than 90 days | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Common stock | 0 | 0 |
Securities sold, not yet purchased, at fair value | 0 | $ 0 |
Government Securities | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Securities Purchased under Agreements to Resell | 411 | |
Securities sold, not yet purchased, at fair value | 52,009 | |
Government Securities | Open and Overnight | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Securities Purchased under Agreements to Resell | 411 | |
Securities sold, not yet purchased, at fair value | 52,009 | |
Government Securities | Up to 30 days | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Securities Purchased under Agreements to Resell | 0 | |
Securities sold, not yet purchased, at fair value | 0 | |
Government Securities | 31 - 90 days | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Securities Purchased under Agreements to Resell | 0 | |
Securities sold, not yet purchased, at fair value | 0 | |
Government Securities | Greater than 90 days | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items] | ||
Securities Purchased under Agreements to Resell | 0 | |
Securities sold, not yet purchased, at fair value | $ 0 |
Investments of Operating Ent_15
Investments of Operating Entities and Consolidated Funds - Operating Entities - Variable Interest Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Assets | $ 8,755,063 | $ 8,748,814 |
Liabilities | 7,414,333 | 7,452,460 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Assets | 8,100,000 | 9,700,000 |
Liabilities | 672,100 | 744,500 |
Variable Interest Entity, Nonconsolidated, Comparison of Carrying Amount of Assets and Liabilities to Maximum Loss Exposure | 123,100 | 165,500 |
Maximum exposure regarding nonconsolidated variable interest entities | $ 190,100 | $ 233,600 |
Investments of Operating Ent_16
Investments of Operating Entities And Consolidated Funds - Consolidated Funds - Other Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Investment Holdings [Line Items] | ||
Portfolio Funds, Consolidated Funds | $ 81,855 | $ 99,067 |
Enterprise LP | ||
Investment Holdings [Line Items] | ||
Portfolio Funds, Consolidated Funds | $ 81,855 | $ 99,067 |
Investments of Operating Ent_17
Investments of Operating Entities And Consolidated Funds - Consolidated Funds - Indirect Concentration of the Underlying Investments Held by Consolidated Funds (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Equity Securities | Linkem | ITALY | Wireless Broadband | ||
Investment Holdings [Line Items] | ||
Percentage of Stockholders' Equity | 7.72% | 8.22% |
Market Value | $ 80,790 | $ 83,537 |
Preferred Stock | Polysign | UNITED STATES | Technology Sector | ||
Investment Holdings [Line Items] | ||
Percentage of Stockholders' Equity | 5.45% | |
Market Value | $ 57,053 |
Fair Value Measurements for O_3
Fair Value Measurements for Operating Entities and Consolidated Funds - Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | $ 498,630 | $ 286,135 | ||
Other investments | 193,140 | 274,111 | ||
Other Investments, Consolidated Funds | 81,855 | 99,067 | ||
Investments | 3,132,109 | 3,320,055 | ||
Securities sold, not yet purchased, at fair value | 1,091,489 | 1,201,448 | ||
Payable for derivative contracts, at fair value | 50,407 | 60,163 | ||
Quarton | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 12,500 | 10,100 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 14,900 | 25,000 | ||
Portico | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 | 0 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 58,000 | 58,000 | ||
Futures | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 691 | 0 | ||
Payable for derivative contracts, at fair value | 0 | 266 | ||
Options (held long) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | [1] | 83,755 | 61,219 | |
Interest rate swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | [2] | 0 | 1,208 | |
Payable for derivative contracts, at fair value | 2,547 | 0 | ||
Swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 617,072 | 305,370 | ||
Payable for derivative contracts, at fair value | 113,533 | 114,689 | ||
Derivative Assets | Futures | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 691 | |||
Derivative Assets | Futures | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 691 | |||
Derivative Assets | Futures | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 0 | |||
Derivative Assets | Futures | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 0 | |||
Portfolio Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments | [3] | 122,356 | 137,986 | |
Other Investments, Consolidated Funds | [3] | 81,855 | 99,067 | |
Carried interest | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments | [3] | 38,181 | 88,925 | |
Equity Method Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments | [3] | 32,603 | 47,200 | |
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 2,857,114 | 2,946,877 | ||
Investment Sold, Not yet Purchased and Derivative Liability, at Fair Value | 1,180,143 | 1,323,834 | ||
Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 1,820,473 | 2,516,383 | ||
Investment Sold, Not yet Purchased and Derivative Liability, at Fair Value | 1,118,646 | 1,234,450 | ||
Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 957,131 | 329,735 | ||
Investment Sold, Not yet Purchased and Derivative Liability, at Fair Value | 116,317 | 116,072 | ||
Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 283,093 | 182,501 | ||
Investment Sold, Not yet Purchased and Derivative Liability, at Fair Value | 40,503 | 65,642 | ||
Fair Value, Measurements, Recurring | Preferred Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 21,863 | 9,009 | ||
Fair Value, Measurements, Recurring | Preferred Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 21,863 | 9,009 | ||
Fair Value, Measurements, Recurring | Preferred Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Preferred Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Common Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 1,069,580 | 1,192,396 | ||
Fair Value, Measurements, Recurring | Common Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 1,069,403 | 1,192,396 | ||
Fair Value, Measurements, Recurring | Common Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 177 | 0 | ||
Fair Value, Measurements, Recurring | Common Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Corporate Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 37 | 37 | ||
Fair Value, Measurements, Recurring | Corporate Bonds | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Corporate Bonds | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 37 | 37 | ||
Fair Value, Measurements, Recurring | Corporate Bonds | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Warrants and Rights | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 9 | 6 | ||
Fair Value, Measurements, Recurring | Warrants and Rights | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 9 | 6 | ||
Fair Value, Measurements, Recurring | Warrants and Rights | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Warrants and Rights | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Contingent liability payable | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration Payable | 38,247 | [4] | 62,223 | |
Fair Value, Measurements, Recurring | Contingent liability payable | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration Payable | 0 | [4] | 0 | |
Fair Value, Measurements, Recurring | Contingent liability payable | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration Payable | 0 | [4] | 0 | |
Fair Value, Measurements, Recurring | Contingent liability payable | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration Payable | 38,247 | [4] | 62,223 | |
Fair Value, Measurements, Recurring | Futures | Derivative Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 266 | |||
Fair Value, Measurements, Recurring | Futures | Derivative Liabilities | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 266 | |||
Fair Value, Measurements, Recurring | Futures | Derivative Liabilities | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 0 | |||
Fair Value, Measurements, Recurring | Futures | Derivative Liabilities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 0 | |||
Fair Value, Measurements, Recurring | Currency forward | Derivative Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 23 | 1,346 | ||
Fair Value, Measurements, Recurring | Currency forward | Derivative Liabilities | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Currency forward | Derivative Liabilities | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 23 | 1,346 | ||
Fair Value, Measurements, Recurring | Currency forward | Derivative Liabilities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Equity Swap | Derivative Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 18,210 | 22,359 | ||
Fair Value, Measurements, Recurring | Equity Swap | Derivative Liabilities | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Equity Swap | Derivative Liabilities | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 113,533 | 114,689 | ||
Fair Value, Measurements, Recurring | Equity Swap | Derivative Liabilities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 0 | 0 | ||
Derivative Liability, Fair Value, Amount Offset Against Collateral | [5] | (95,323) | (92,330) | |
Fair Value, Measurements, Recurring | Options (held long) | Derivative Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 29,627 | 36,192 | ||
Fair Value, Measurements, Recurring | Options (held long) | Derivative Liabilities | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 27,371 | 32,773 | ||
Fair Value, Measurements, Recurring | Options (held long) | Derivative Liabilities | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Options (held long) | Derivative Liabilities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 2,256 | 3,419 | ||
Fair Value, Measurements, Recurring | Interest rate swap | Derivative Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 2,547 | |||
Fair Value, Measurements, Recurring | Interest rate swap | Derivative Liabilities | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 0 | |||
Fair Value, Measurements, Recurring | Interest rate swap | Derivative Liabilities | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 2,547 | |||
Fair Value, Measurements, Recurring | Interest rate swap | Derivative Liabilities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable for derivative contracts, at fair value | 0 | |||
Fair Value, Measurements, Recurring | Swaps | Derivative Liabilities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Liability, Fair Value, Amount Offset Against Collateral | (95,323) | (92,330) | ||
Fair Value, Measurements, Recurring | Government Securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 12,475 | 16,002 | ||
Fair Value, Measurements, Recurring | Government Securities | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 12,475 | 16,002 | ||
Fair Value, Measurements, Recurring | Government Securities | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 0 | 0 | ||
Fair Value, Measurements, Recurring | Government Securities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 0 | 0 | ||
Fair Value, Measurements, Recurring | Preferred Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 197,648 | 134,930 | ||
Fair Value, Measurements, Recurring | Preferred Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 19,672 | 12,299 | ||
Fair Value, Measurements, Recurring | Preferred Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 0 | 0 | ||
Fair Value, Measurements, Recurring | Preferred Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 177,976 | 122,631 | ||
Fair Value, Measurements, Recurring | Common Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 1,714,485 | 2,428,820 | ||
Fair Value, Measurements, Recurring | Common Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 1,671,543 | 2,396,041 | ||
Fair Value, Measurements, Recurring | Common Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 680 | 121 | ||
Fair Value, Measurements, Recurring | Common Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 42,262 | 32,658 | ||
Fair Value, Measurements, Recurring | Convertible Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 11,886 | 5,250 | ||
Fair Value, Measurements, Recurring | Convertible Bonds | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 0 | 0 | ||
Fair Value, Measurements, Recurring | Convertible Bonds | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 0 | 0 | ||
Fair Value, Measurements, Recurring | Convertible Bonds | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 11,886 | 5,250 | ||
Fair Value, Measurements, Recurring | Corporate Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 339,046 | 21,468 | ||
Fair Value, Measurements, Recurring | Corporate Bonds | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 0 | 0 | ||
Fair Value, Measurements, Recurring | Corporate Bonds | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 334,984 | 19,049 | ||
Fair Value, Measurements, Recurring | Corporate Bonds | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 4,062 | 2,419 | ||
Fair Value, Measurements, Recurring | Trade Claims | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 6,286 | 3,496 | ||
Fair Value, Measurements, Recurring | Trade Claims | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 0 | 0 | ||
Fair Value, Measurements, Recurring | Trade Claims | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 0 | 0 | ||
Fair Value, Measurements, Recurring | Trade Claims | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 6,286 | 3,496 | ||
Fair Value, Measurements, Recurring | Term Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 7,308 | 3,907 | ||
Fair Value, Measurements, Recurring | Term Loans | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 0 | 0 | ||
Fair Value, Measurements, Recurring | Term Loans | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 2,834 | 3,907 | ||
Fair Value, Measurements, Recurring | Term Loans | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Securities, Trading | 4,474 | 0 | ||
Fair Value, Measurements, Recurring | Warrants and Rights | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 67,836 | 46,459 | ||
Fair Value, Measurements, Recurring | Warrants and Rights | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 32,552 | 31,056 | ||
Fair Value, Measurements, Recurring | Warrants and Rights | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 0 | 0 | ||
Fair Value, Measurements, Recurring | Warrants and Rights | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 35,284 | 15,403 | ||
Fair Value, Measurements, Recurring | Private Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 1,514 | 410 | ||
Fair Value, Measurements, Recurring | Private Investments | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 0 | 0 | ||
Fair Value, Measurements, Recurring | Private Investments | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 866 | 0 | ||
Fair Value, Measurements, Recurring | Private Investments | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading Securities, Equity | 648 | 410 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Currency forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 695 | 80 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Currency forward | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Currency forward | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 695 | 80 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Currency forward | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Equity Swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 413,489 | 223,628 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Equity Swap | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Equity Swap | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 617,072 | 305,370 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Equity Swap | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 0 | 0 | ||
Derivative Asset, Fair Value, Amount Offset Against Collateral | [5] | (203,583) | (81,742) | |
Fair Value, Measurements, Recurring | Derivative Assets | Options (held long) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 83,755 | 61,219 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Options (held long) | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 83,540 | 60,985 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Options (held long) | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Options (held long) | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 215 | 234 | ||
Fair Value, Measurements, Recurring | Derivative Assets | Interest rate swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 1,208 | |||
Fair Value, Measurements, Recurring | Derivative Assets | Interest rate swap | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 0 | |||
Fair Value, Measurements, Recurring | Derivative Assets | Interest rate swap | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 1,208 | |||
Fair Value, Measurements, Recurring | Derivative Assets | Interest rate swap | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivable on derivative contracts, at fair value | 0 | |||
Fair Value, Measurements, Recurring | Derivative Assets | Swaps | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Asset, Fair Value, Amount Offset Against Collateral | $ (203,583) | $ (81,742) | ||
[1]Includes the volume of contracts for index, equity, commodity future and cash conversion options.[2]Interest rate swap offsetting the Company's floating rate debt on the Company's term loan. See Note 12[3]In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above 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 the terms of the purchase agreements for acquisitions that closed during the first quarter of 2019 (the acquisition of Quarton International AG "Quarton"), the fourth quarter of 2020 (the acquisition of MHT Partners, LP "MHT") and the fourth quarter of 2021 (the acquisition of Portico Capital Advisors "Portico"), 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 through December 31, 2024. For all acquisitions the Company estimated the contingent consideration liabilities using a combination of Monte Carlo and Discounted Cash Flow methods which require 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 for the Quarton acquisition can range from $12.5 million to $14.9 million. The undiscounted amounts for the MHT acquisition have no minimum or maximum as it is calculated based on revenue. The undiscounted amounts for the Portico acquisition can range from zero to $58.0 million.[5]Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments. |
Fair Value Measurements for O_4
Fair Value Measurements for Operating Entities and Consolidated Funds - Unobservable Input Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | ||||||
Preferred Stock | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | $ 177,976 | $ 105,470 | $ 177,976 | $ 105,470 | $ 169,701 | $ 122,631 | $ 56,476 | $ 59,967 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 16,723 | 46,801 | 20,164 | 48,659 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | 0 | (1,100) | (4,651) | |||||||||
Realized and unrealized gains (losses), asset | (8,448) | 2,193 | 36,281 | 1,495 | |||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | (8,448) | 2,193 | 36,281 | (1,830) | ||||||||
Common Stock | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 42,262 | 41,600 | 42,262 | 41,600 | 39,831 | 32,658 | 22,706 | 23,786 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | 3,409 | [2] | 0 | 3,409 | [2] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | (5,354) | [3] | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 4,013 | 6,246 | 6,031 | 9,472 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (13) | (5,086) | (46) | (6,473) | |||||||||
Realized and unrealized gains (losses), asset | (1,569) | 14,325 | 3,619 | 16,760 | |||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | (1,578) | 14,820 | 3,609 | 16,498 | ||||||||
Convertible Bonds | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 11,886 | 9,712 | 11,886 | 9,712 | 5,250 | 5,250 | 3,137 | 6,040 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 6,636 | 4,777 | 6,636 | 5,827 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | (3,000) | 0 | (6,930) | |||||||||
Realized and unrealized gains (losses), asset | 0 | 4,798 | 0 | 4,775 | |||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 0 | 4,799 | 0 | 4,776 | ||||||||
Corporate Bonds | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 4,062 | 107 | 4,062 | 107 | 2,426 | 2,419 | 136 | 135 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 1,082 | [4] | 0 | 1,082 | [4] | 0 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 560 | 12 | 560 | 82 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (9) | (55) | (9) | (103) | |||||||||
Realized and unrealized gains (losses), asset | 3 | 14 | 10 | (7) | |||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 3 | 20 | 10 | (29) | ||||||||
Options (held long) | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 215 | 244 | 215 | 244 | 228 | 234 | 241 | 251 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | 0 | 0 | 0 | |||||||||
Realized and unrealized gains (losses), asset | (13) | 3 | (19) | (7) | |||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | (13) | 3 | (19) | (7) | ||||||||
Warrants and Rights | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 35,284 | 11,631 | 35,284 | 11,631 | 18,557 | 15,403 | 7,924 | 6,547 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | 2,928 | [2] | 0 | 2,928 | [2] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 656 | 0 | 1,069 | 3,406 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (84) | (404) | (84) | (1,610) | |||||||||
Realized and unrealized gains (losses), asset | 16,155 | 1,183 | 18,896 | 360 | |||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 16,333 | 1,348 | 19,074 | 504 | ||||||||
Trade Claims | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 6,286 | 5,719 | 6,286 | 5,719 | 4,840 | 3,496 | 5,905 | 8,713 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 1,995 | 813 | 3,661 | 2,191 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (629) | (88) | (1,244) | (4,304) | |||||||||
Realized and unrealized gains (losses), asset | 80 | (911) | 373 | (881) | |||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | (861) | (2,923) | (568) | (1,902) | ||||||||
Term Loans | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 4,474 | 12,563 | 4,474 | 12,563 | 0 | 0 | 12,424 | 12,623 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 4,452 | 0 | 4,452 | 322 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | 0 | 0 | 0 | |||||||||
Realized and unrealized gains (losses), asset | 22 | 139 | 22 | (382) | |||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | 22 | [1] | 139 | [1] | 22 | [1] | (382) | ||||||
Private Investments | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 648 | 666 | 648 | 666 | 550 | 410 | 1,085 | 642 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 0 | 0 | 353 | 443 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (25) | (419) | (275) | (419) | |||||||||
Realized and unrealized gains (losses), asset | 123 | 0 | 160 | 0 | |||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | 99 | [1] | 0 | [1] | 135 | 0 | |||||||
Consolidated Funds | Common Stock | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 0 | 0 | 2,951 | 2,951 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | [2] | (4,000) | (4,000) | ||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 0 | 0 | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | 0 | |||||||||||
Realized and unrealized gains (losses), asset | 1,049 | 1,049 | |||||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 0 | 0 | ||||||||||
Consolidated Funds | Warrants and Rights | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 0 | 0 | 5,329 | 5,806 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | 0 | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 0 | 0 | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (3,777) | (4,447) | |||||||||||
Realized and unrealized gains (losses), asset | (1,552) | (1,359) | |||||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 0 | 0 | ||||||||||
Options (held short) | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Liability Value | 2,256 | 3,619 | 2,256 | 3,619 | 3,079 | 3,419 | 3,297 | 3,915 | |||||
Liability, Transfers In | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Liability, Purchases | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Sales | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 823 | (322) | 1,163 | 296 | |||||||||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | [1] | (823) | 322 | (1,163) | (296) | ||||||||
Contingent liability payable | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Liability Value | 38,247 | 24,810 | 38,247 | 24,810 | $ 57,339 | $ 62,223 | 19,579 | 37,952 | |||||
Liability, Transfers In | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |||||||||
Liability, Purchases | 0 | 0 | 0 | 0 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Sales | (19,092) | 0 | (29,168) | (11,312) | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 0 | (5,231) | (5,192) | 1,830 | |||||||||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | [1] | $ 0 | 5,231 | $ 5,192 | (1,830) | ||||||||
Corporate Bonds | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 0 | 0 | 415 | ||||||||||
Balance Liability Value | 704 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | ||||||||||||
Liability, Transfers In | 0 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | 0 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 0 | ||||||||||||
Liability, Purchases | 0 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (110) | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Sales | (399) | ||||||||||||
Realized and unrealized gains (losses), asset | (305) | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (305) | ||||||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 0 | |||||||||||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | [1] | 0 | |||||||||||
Government Debt Securities | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Balance Asset Value | 0 | 0 | $ 522 | ||||||||||
Balance Liability Value | $ 1,500 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | ||||||||||||
Liability, Transfers In | 0 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | 0 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 0 | ||||||||||||
Liability, Purchases | 0 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | (291) | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Sales | (1,569) | ||||||||||||
Realized and unrealized gains (losses), asset | (231) | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 69 | ||||||||||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | $ 0 | |||||||||||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | [1] | $ 0 | |||||||||||
[1]Unrealized gains/losses are reported in Investment income - Securities principal transactions, net in the accompanying condensed consolidated statements of operations[2]Fair market value derived using models and private transactions.[3]The entity in which the Company is invested completed an initial public offering[4]The transfers between level 1, level 2 and level 3 are due to the change in the availability of observable inputs. |
Fair Value Measurements for O_5
Fair Value Measurements for Operating Entities and Consolidated Funds - Fair Value Inputs, Unobservable Inputs, Quantitative Information (Details) $ in Thousands | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) times | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Other investments | $ 193,140 | $ 274,111 | |||||
Quarton | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 12,500 | 10,100 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 14,900 | 25,000 | |||||
Portico | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 | 0 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 58,000 | 58,000 | |||||
Contingent liability payable | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Liability Value | 38,247 | $ 57,339 | 62,223 | $ 24,810 | $ 19,579 | $ 37,952 | |
Options (held long) | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | 215 | 228 | 234 | 244 | 241 | 251 | |
Trade Claims | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | 6,286 | 4,840 | 3,496 | 5,719 | 5,905 | 8,713 | |
Warrants and Rights | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | 35,284 | 18,557 | 15,403 | 11,631 | 7,924 | 6,547 | |
Corporate Bonds | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | 4,062 | $ 2,426 | 2,419 | $ 107 | $ 136 | $ 135 | |
Level 3 | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | 283,093 | 182,501 | |||||
Balance Liability Value | $ 40,503 | $ 65,642 | |||||
Level 3 | Contingent liability payable | Valuation Technique, Discounted Cash Flow | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.09 | 0.07 | |||||
Level 3 | Contingent liability payable | Valuation Technique, Discounted Cash Flow | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.16 | 0.15 | |||||
Level 3 | Contingent liability payable | Valuation Technique, Discounted Cash Flow | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.13 | 0.12 | |||||
Level 3 | Contingent liability payable | Discount Cash Flow and Monte Carlo Technique | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Liability Value | $ 38,247 | $ 62,223 | |||||
Level 3 | Contingent liability payable | Volatility | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.17 | 0.20 | |||||
Level 3 | Contingent liability payable | Volatility | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.21 | 0.24 | |||||
Level 3 | Contingent liability payable | Volatility | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.191 | 0.22 | |||||
Level 3 | Common and Preferred Stock | Discounted Cash Flow and Market Approach Valuation Techniques | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | $ 172,521 | $ 76,491 | |||||
Level 3 | Common and Preferred Stock | Valuation Technique, Discounted Cash Flow | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.125 | 0.125 | |||||
Level 3 | Common and Preferred Stock | Valuation Technique, Discounted Cash Flow | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.40 | 0.20 | |||||
Level 3 | Common and Preferred Stock | Valuation Technique, Discounted Cash Flow | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.283 | 0.13 | |||||
Level 3 | Common and Preferred Stock | Valuation, Market Approach | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 4.2 | 6.25 | |||||
Level 3 | Common and Preferred Stock | Valuation, Market Approach | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 7.9 | 6.75 | |||||
Level 3 | Common and Preferred Stock | Valuation, Market Approach | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 6.6 | 6.5 | |||||
Level 3 | Options (held long) | Discounted Cash Flow and Market Approach Valuation Techniques | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | $ 215 | $ 234 | |||||
Level 3 | Options (held long) | Valuation Technique, Discounted Cash Flow | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.125 | 0.125 | |||||
Level 3 | Options (held long) | Valuation Technique, Discounted Cash Flow | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.135 | 0.135 | |||||
Level 3 | Options (held long) | Valuation Technique, Discounted Cash Flow | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.135 | 0.13 | |||||
Level 3 | Trade Claims | Valuation Technique, Discounted Cash Flow | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | $ 1,925 | $ 2,376 | |||||
Level 3 | Warrants and Rights | Discounted Cash Flow and Market Approach Valuation Techniques | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | $ 15,378 | $ 4,483 | |||||
Level 3 | Warrants and Rights | Valuation Technique, Discounted Cash Flow | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.125 | 0.125 | |||||
Level 3 | Warrants and Rights | Valuation Technique, Discounted Cash Flow | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.135 | 0.135 | |||||
Level 3 | Warrants and Rights | Valuation Technique, Discounted Cash Flow | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.135 | 0.13 | |||||
Level 3 | Warrants and Rights | Valuation, Market Approach | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.0625 | 0.0625 | |||||
Level 3 | Warrants and Rights | Valuation, Market Approach | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.0675 | 0.0675 | |||||
Level 3 | Warrants and Rights | Valuation, Market Approach | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.065 | 0.065 | |||||
Level 3 | Warrants and Rights | Black Scholes Model | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.562 | 0.90 | |||||
Level 3 | Warrants and Rights | Black Scholes Model | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 1.40 | 1 | |||||
Level 3 | Warrants and Rights | Black Scholes Model | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.806 | 0.95 | |||||
Level 3 | Other Investments | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | [1] | $ 93,054 | $ 98,917 | ||||
Level 3 | Options (held long) | Valuation, Market Approach | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 6.25 | 6.25 | |||||
Level 3 | Options (held long) | Valuation, Market Approach | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 6.75 | 6.75 | |||||
Level 3 | Options (held long) | Valuation, Market Approach | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 6.5 | 6.5 | |||||
Level 3 | Options (held short) | Valuation Technique, Discounted Cash Flow | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.0299 | ||||||
Level 3 | Options (held short) | Valuation Technique, Discounted Cash Flow | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.0299 | ||||||
Fair Value, Measurements, Recurring | Level 3 | Options (held short) | Derivative Liabilities | Valuation Technique, Option Pricing Model | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Liability Value | $ 2,256 | $ 3,419 | |||||
Discount rate | Level 3 | Trade Claims | Valuation Technique, Discounted Cash Flow | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.54 | 0.40 | |||||
Discount rate | Level 3 | Trade Claims | Valuation Technique, Discounted Cash Flow | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.54 | 0.40 | |||||
Volatility | Level 3 | Options (held short) | Valuation Technique, Option Pricing Model | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.35 | 0.35 | |||||
Volatility | Level 3 | Options (held short) | Valuation Technique, Option Pricing Model | Weighted Average | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Measurement Input | 0.35 | 0.35 | |||||
[1]The quantitative disclosures exclude financial instruments for which the determination of fair value is based on prices from recent transactions. |
Fair Value Measurements for O_6
Fair Value Measurements for Operating Entities and Consolidated Funds - Carrying Value Disclosures (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Cash and cash equivalents | $ 926,768 | $ 914,343 | $ 806,887 | |
Cash collateral pledged | 145,570 | 47,494 | 64,895 | |
Segregated Cash | 198,772 | 194,701 | 178,179 | |
Securities Purchased under Agreements to Resell | 411 | 0 | ||
Securities borrowed | 1,574,854 | 1,704,603 | ||
Loans Receivable, Net | 5,130 | 4,858 | ||
Cash and cash equivalents, Consolidated Funds | 25 | 296 | $ 298 | |
Securities Sold under Agreements to Repurchase | 177,052 | 63,469 | ||
Securities sold under agreements to repurchase, Fair value | 218,368 | 74,443 | ||
Securities Loaned | 1,353,229 | 1,586,572 | ||
Long-term Debt | [1] | 623,792 | 623,371 | |
Notes Payable, Other Payables | ||||
Unamortized discount | 2,600 | 2,800 | ||
Debt Instrument, Unamortized Premium | 200 | 300 | ||
Level 1 | ||||
Cash and cash equivalents, Fair Value | 926,768 | 914,343 | ||
Segregated cash fair value disclosures | 198,772 | 194,701 | ||
Cash and cash equivalents, Consolidated Funds, Fair Value | 25 | 296 | ||
Level 2 | ||||
Cash collateral pledged, Fair Value | 145,570 | 47,494 | ||
Federal Funds Sold and Securities Borrowed or Purchased under Agreements to Resell, Fair Value Disclosure | 411 | 0 | ||
Securities Borrowed, Fair Value Disclosure | 1,574,854 | 1,704,603 | ||
Securities sold under agreements to repurchase, Fair value | 177,052 | 63,469 | ||
Securities loaned, fair value disclosure | 1,353,229 | 1,586,572 | ||
Notes payable and other debt, Fair Value | [2] | 613,604 | 655,229 | |
Level 3 | ||||
Loans Receivable, Fair Value Disclosure | [3] | $ 5,130 | $ 4,858 | |
[1]The carrying amount of the notes payable and other debt includes an unamortized discount and unamortized premium of $2.6 million and $0.2 million as of June 30, 2022, respectively, and unamortized discount and unamortized premium of $2.8 million and $0.3 million as of December 31, 2021, respectively.[2]Notes payable and other debt are based on the last broker quote available.[3]The fair market value of level 3 loans is calculated using discounted cash flows where applicable. |
Deposits with Clearing Organi_2
Deposits with Clearing Organizations, Brokers and Banks (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deposits with Clearing Organizations, Brokers and Banks [Abstract] | ||
Deposits with clearing organizations, brokers and banks | $ 90,889 | $ 111,857 |
Receivables from and payables_3
Receivables from and payables to brokers, dealers and clearing organizations (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Brokers and Dealers [Abstract] | ||
Receivable from Broker-dealers | $ 1,607,034 | $ 1,533,713 |
Securities Failed-to-Deliver | 63,471 | 17,851 |
Clearing organizations | 40,871 | 56,075 |
Securities borrowed/loaned interest receivable | 7,390 | 6,708 |
Receivable from brokers, dealers and clearing organizations | 1,718,766 | 1,614,347 |
Payable to Broker-Dealers | 602,229 | 483,112 |
Securities Failed-to-Receive | 34,943 | 57,894 |
Clearing organizations | 72,355 | 37,925 |
Securities loaned interest payable | 10,445 | 7,622 |
Payables to brokers, dealers and clearing organizations | $ 719,972 | $ 586,553 |
Receivable from and Payable t_2
Receivable from and Payable to Customers (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables and Payable to Customers [Abstract] | ||
Receivable from customers | $ 216,908 | $ 159,418 |
Payable to customers | $ 2,445,298 | $ 2,432,612 |
Commission Management Payable (
Commission Management Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Commission Management Payable [Abstract] | ||
Commission management payable | $ 128,623 | $ 102,990 |
Convertible Debt and Notes Pa_3
Convertible Debt and Notes Payable - Outstanding Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Note payable | $ 174,264 | $ 174,015 |
Term Loan | 433,661 | 435,147 |
Other Notes Payable | $ 14,737 | 12,537 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Outstanding debt | |
Finance Lease, Liability | $ 1,130 | 1,672 |
Outstanding debt | $ 623,792 | $ 623,371 |
Convertible Debt and Notes Pa_4
Convertible Debt and Notes Payable - Convertible Debt (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 24, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 14, 2017 | |
Debt and Capital Lease Obligations [Line Items] | |||||||
Gain/(loss) on debt extinguishment | $ 0 | $ 0 | $ 0 | $ (4,538,000) | |||
Amortization of debt discount (premium) | $ 155,000 | $ 6,671,000 | |||||
2022 convertible note | Convertible Debt | |||||||
Debt and Capital Lease Obligations [Line Items] | |||||||
Debt Instrument, Face Amount | $ 135,000,000 | ||||||
Interest rate | 3% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 17.375 | ||||||
Unamortized discount | $ 5,100,000 | $ 23,400,000 | |||||
Debt Instrument, Repurchased Face Amount | $ 88,100,000 | $ 46,900,000 | |||||
Extinguishment of Debt, Amount | 70,500,000 | ||||||
Write off of pro rate unamortized discount while extinguishing debt | 3,600,000 | ||||||
Write off of Deferred Debt Issuance Cost | 400,000 | ||||||
Equity portion of convertible note extinguishment | 29,600,000 | ||||||
Gain/(loss) on debt extinguishment | $ 2,700,000 | ||||||
Debt instrument, redemption price, percentage | 100% | ||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 33.35% | ||||||
Debt Issuance Costs, Net | $ 500,000 | ||||||
Amortization of debt discount (premium) | 700,000 | $ 1,500,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 7.13% | ||||||
Debt Issuance Costs, Gross | $ 2,200,000 | ||||||
Interest Expense | $ 600,000 | $ 1,300,000 | |||||
2022 convertible note | Convertible Debt | Common Stock Class A | |||||||
Debt and Capital Lease Obligations [Line Items] | |||||||
Share settlement of convertible notes (in shares) | 2,938,841 |
Convertible Debt and Notes Pa_5
Convertible Debt and Notes Payable - Notes Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 31, 2021 | Mar. 24, 2021 | Sep. 30, 2019 | May 07, 2019 | Jun. 30, 2018 | Jun. 11, 2018 | Dec. 14, 2017 | Dec. 08, 2017 | |
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Gain/(loss) on debt extinguishment | $ 0 | $ 0 | $ 0 | $ (4,538,000) | ||||||||
2024 Notes | Senior Notes | ||||||||||||
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 53,000,000 | |||||||||||
Interest rate | 7.25% | |||||||||||
Debt Instrument, Additional amount issued | $ 25,000,000 | |||||||||||
Debt Instrument, Unamortized Premium | 500,000 | |||||||||||
Interest Expense, Debt, Excluding Amortization | 1,400,000 | 1,400,000 | 2,800,000 | 2,800,000 | ||||||||
Debt Issuance Costs, Gross | $ 600,000 | $ 1,500,000 | ||||||||||
2033 Notes | Senior Notes | ||||||||||||
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 10,000,000 | $ 90,000,000 | ||||||||||
Interest rate | 7.75% | |||||||||||
Interest Expense, Debt, Excluding Amortization | $ 1,900,000 | $ 1,900,000 | $ 3,900,000 | 3,900,000 | ||||||||
Debt Issuance Costs, Gross | $ 3,600,000 | |||||||||||
2027 Notes | Senior Notes | ||||||||||||
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 138,000,000 | $ 18,000,000 | $ 120,000,000 | |||||||||
Interest rate | 7.35% | |||||||||||
Interest Expense, Debt, Excluding Amortization | 2,500,000 | |||||||||||
Debt Issuance Costs, Gross | $ 5,000,000 | |||||||||||
Gain/(loss) on debt extinguishment | $ 4,400,000 | |||||||||||
October 2021 Notes | Senior Notes | ||||||||||||
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Interest rate | 8.25% |
Convertible Debt and Notes Pa_6
Convertible Debt and Notes Payable - Term Loans, Other Notes Payable and Revolver (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||
Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Mar. 24, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Nov. 01, 2019 | |
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Other Notes Payable | $ 14,737,000 | $ 14,737,000 | $ 12,537,000 | |||||||||
The Military Mutual Ltd [Member] | ||||||||||||
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Other Receivables | $ 28,400,000 | $ 28,400,000 | ||||||||||
2028 Term Loan | Term Loan | ||||||||||||
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Debt Instrument, Original Amount | $ 300,000,000 | |||||||||||
Debt Instrument, Additional amount issued | $ 150,000,000 | |||||||||||
Debt Instrument, Face Amount | 450,000,000 | |||||||||||
Debt Instrument, Interest Rate Floor | 0.75% | 0.75% | ||||||||||
Interest rate | 3.25% | 3.25% | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 1% | |||||||||||
Interest Expense, Debt, Excluding Amortization | $ 5,300,000 | $ 3,000,000 | $ 9,800,000 | $ 3,200,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.46% | |||||||||||
Unamortized discount | 1,500,000 | $ 1,500,000 | ||||||||||
Debt Instrument, principal amount outstanding | 444,400,000 | 444,400,000 | ||||||||||
Debt Issuance Costs, Gross | $ 2,700,000 | $ 6,600,000 | ||||||||||
Insurance Note | ||||||||||||
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Interest rate | 2.01% | |||||||||||
Debt Instrument, Periodic Payment, Principal | 400,000 | |||||||||||
Debt Instrument, principal amount outstanding | $ 2,200,000 | $ 2,200,000 | ||||||||||
Other Notes Payable | $ 4,000,000 | |||||||||||
Purple Protect Asset S-91 | ||||||||||||
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Interest rate | 4% | 5.80% | 4% | 5.80% | 6.07% | |||||||
Other Notes Payable | $ 72,000,000 | |||||||||||
Repayments of Other Debt | $ 60,000,000 | |||||||||||
Debt Issuance Costs, Gross | $ 1,700,000 | |||||||||||
Interest Expense | $ 500,000 | $ 1,000,000 | $ 1,000,000 | $ 2,100,000 | ||||||||
Corporate Debt | ||||||||||||
Debt and Capital Lease Obligations [Line Items] | ||||||||||||
Interest rate | 6% | 6% | ||||||||||
Debt Instrument, Periodic Payment, Principal | $ 100,000 | |||||||||||
Other Long-term Debt | $ 1,300,000 | 1,300,000 | $ 2,600,000 | |||||||||
Interest Expense | $ 100,000 | $ 100,000 |
Convertible Debt and Notes Pa_7
Convertible Debt and Notes Payable - Finance Lease Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | ||||
Finance Lease, Right-of-Use Asset, Amortization | $ 301 | $ 318 | $ 625 | $ 627 |
Finance Lease, Interest Expense | $ 16 | $ 31 | 35 | 65 |
Finance Lease, Interest Payment on Liability | 35 | 65 | ||
Finance Lease, Principal Payments | $ 594 | $ 856 | ||
Finance Lease, Weighted Average Remaining Lease Term | 1 year 6 months 25 days | 2 years 29 days | 1 year 6 months 25 days | 2 years 29 days |
Finance Lease, Weighted Average Discount Rate, Percent | 4.62% | 4.73% | 4.62% | 4.73% |
Convertible Debt and Notes Pa_8
Convertible Debt and Notes Payable - Scheduled Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Repayments on long-term and short-term borrowings | |||
Note payable | $ 174,264 | $ 174,015 | |
Term Loan | 433,661 | 435,147 | |
Other Notes Payable | 14,737 | 12,537 | |
Future minimum lease payments for finance lease obligations | |||
2022 | 506 | ||
2023 | 500 | ||
2024 | 100 | ||
2025 | 51 | ||
2026 | 12 | ||
Thereafter | 0 | ||
Subtotal | 1,169 | ||
Finance Lease, Interest Payment on Liability | [1] | (39) | |
Finance lease obligations | 1,130 | $ 1,672 | |
Senior Notes | |||
Repayments on long-term and short-term borrowings | |||
2022 | 6,703 | ||
2023 | 13,405 | ||
2024 | 88,578 | ||
2025 | 7,750 | ||
2026 | 7,750 | ||
Thereafter | 150,375 | ||
Subtotal | 274,561 | ||
Long-term Debt and Short-term Borrowings, Amount Representing Interest | [1] | (100,297) | |
Note payable | 174,264 | ||
Term Loan | |||
Repayments on long-term and short-term borrowings | |||
2022 | 12,768 | ||
2023 | 25,206 | ||
2024 | 25,050 | ||
2025 | 24,782 | ||
2026 | 24,570 | ||
Thereafter | 448,395 | ||
Subtotal | 560,771 | ||
Long-term Debt and Short-term Borrowings, Amount Representing Interest | [1] | (127,110) | |
Term Loan | 433,661 | ||
Notes Payable, Other Payables | |||
Repayments on long-term and short-term borrowings | |||
2022 | 3,380 | ||
2023 | 12,593 | ||
2024 | 543 | ||
2025 | 0 | ||
2026 | 0 | ||
Thereafter | 0 | ||
Subtotal | 16,516 | ||
Long-term Debt and Short-term Borrowings, Amount Representing Interest | [1] | (1,779) | |
Other Notes Payable | $ 14,737 | ||
[1]Amount necessary to reduce net minimum payments to present value calculated at the Company's implicit rate at inception. This amount also includes capitalized debt costs and the unamortized discount on the Company's convertible debt. |
Convertible Debt and Notes Pa_9
Convertible Debt and Notes Payable - Letters of Credit (Details) | Jun. 30, 2022 letters_of_credit |
Schedule of Debt and Capital Lease Obligations [Line Items] | |
Number of letters of credit | 7 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
May 19, 2015 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 38.0619 | |||||
Convertible Preferred Stock, Threshold Percentage of Stock Price Trigger | 150% | |||||
Minimum | ||||||
Class of Stock [Line Items] | ||||||
Convertible Preferred Stock, Threshold | 20 days | |||||
Minimum | Call Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Option Indexed to Issuer's Equity, Strike Price | $ 26.27 | |||||
Maximum | ||||||
Class of Stock [Line Items] | ||||||
Convertible Preferred Stock, Threshold | 30 days | |||||
Retained Earnings/(Accumulated deficit) | ||||||
Class of Stock [Line Items] | ||||||
Preferred dividends paid | $ 1,698 | $ 1,698 | $ 3,396 | $ 3,396 | ||
Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock issuance for purchase of investment | 120,750 | |||||
Preferred Stock, Dividend Rate, Percentage | 5.625% | |||||
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, Liquidation Preference Per Share | $ 1,000 | |||||
Convertible Preferred Stock | Retained Earnings/(Accumulated deficit) | ||||||
Class of Stock [Line Items] | ||||||
Preferred dividends paid | $ 1,700 | $ 1,700 | $ 3,400 | $ 3,400 |
Stockholders Equity - (Details)
Stockholders Equity - (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 USD ($) class $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2021 $ / shares | Dec. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) vote class $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 24, 2021 USD ($) | Jun. 26, 2018 USD ($) | Dec. 14, 2017 USD ($) | |
Equity, Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | shares | 125,000,000 | 125,000,000 | ||||||||
Number of classes | class | 2 | 2 | ||||||||
Dividends, Cash | $ 8,156,000 | $ 5,815,000 | ||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.10 | $ 0.08 | $ 0.12 | |||||||
Treasury Stock, Cost [Roll Forward] | ||||||||||
Treasury stock, cost, beginning of period | $ 547,100,000 | $ 547,100,000 | ||||||||
Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions | 16,562,000 | $ 21,232,000 | ||||||||
Purchase of treasury stock, cost | 27,400,000 | |||||||||
Treasury stock, cost, end of period | $ 591,100,000 | 591,100,000 | $ 547,100,000 | |||||||
Dividend Paid | ||||||||||
Equity, Class of Stock [Line Items] | ||||||||||
Dividends, Cash | $ 3,700,000 | $ 7,600,000 | ||||||||
Treasury Stock | ||||||||||
Treasury Stock, Shares [Roll Forward] | ||||||||||
Treasury stock, shares, beginning of period | shares | 28,047,929 | 28,047,929 | ||||||||
Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions | shares | 551,199 | |||||||||
Purchase of treasury stock, shares | shares | 919,002 | |||||||||
Treasury stock, shares, end of period | shares | 29,518,130 | 29,518,130 | 28,047,929 | |||||||
Treasury Stock, Cost [Roll Forward] | ||||||||||
Treasury stock, cost, beginning of period | $ 547,112,000 | $ 547,112,000 | ||||||||
Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions | 16,562,000 | |||||||||
Purchase of treasury stock, cost | 27,428,000 | |||||||||
Treasury stock, cost, end of period | $ 591,102,000 | $ 591,102,000 | $ 547,112,000 | |||||||
Treasury Stock, Average Cost Per Share [Roll Forward] | ||||||||||
Treasury stock, average cost per share, beginning of period, in dollars per share | $ / shares | $ 19.51 | $ 19.51 | ||||||||
Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions, Average Cost Per Share | $ / shares | 30.05 | |||||||||
Purchase of treasury stock, average cost per share, in dollars per share | $ / shares | 29.85 | |||||||||
Treasury stock, average cost per share, end of period, in dollars per share | $ / shares | $ 20.03 | $ 20.03 | $ 19.51 | |||||||
Additional Paid-in Capital | Convertible Debt | ||||||||||
Equity, Class of Stock [Line Items] | ||||||||||
Equity portion of convertible note extinguishment | $ 29,600,000 | |||||||||
Common Stock Class A | ||||||||||
Equity, Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | shares | 62,500,000 | 62,500,000 | 62,500,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Common stock, number of votes per share | vote | 1 | |||||||||
Common stock, conversion of shares (in shares) | shares | 1 | |||||||||
Treasury Stock, Shares [Roll Forward] | ||||||||||
Treasury stock, shares, beginning of period | shares | 28,047,929 | 28,047,929 | ||||||||
Treasury stock, shares, end of period | shares | 29,518,130 | 29,518,130 | 28,047,929 | |||||||
Treasury Stock, Cost [Roll Forward] | ||||||||||
Treasury stock, cost, beginning of period | $ 547,112,000 | $ 547,112,000 | ||||||||
Treasury stock, cost, end of period | $ 591,102,000 | $ 591,102,000 | $ 547,112,000 | |||||||
Common Stock Class B | ||||||||||
Equity, Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | shares | 62,500,000 | 62,500,000 | 62,500,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Common stock, conversion of shares (in shares) | shares | 1 | |||||||||
Convertible Debt | 2022 convertible note | ||||||||||
Equity, Class of Stock [Line Items] | ||||||||||
Unamortized discount | $ 5,100,000 | $ 23,400,000 | ||||||||
Option Indexed to Issuer's Equity, Settlement Alternatives, Cash, at Fair Value | $ 29,000,000 | |||||||||
Equity portion of convertible note extinguishment | $ 29,600,000 |
Non-Controlling Interests in _3
Non-Controlling Interests in Consolidated Subsidiaries and Funds (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Roll Forward] | ||||||||
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds | $ (14,981) | $ 13,755 | $ 5,150 | $ 18,317 | ||||
Permanent Equity | 1,219,980 | 1,263,843 | 1,219,980 | 1,263,843 | $ 1,175,604 | |||
Nonredeemable Noncontrolling Interests | ||||||||
Noncontrolling Interest [Roll Forward] | ||||||||
Capital contributions | 13,267 | 24,323 | 14,877 | 46,838 | ||||
Capital withdrawals | (1,052) | (4,694) | (6,953) | (23,467) | ||||
Deconsolidation of entity | 0 | 0 | 0 | (74,813) | ||||
Permanent Equity | 172,809 | 166,499 | 172,809 | 166,499 | $ 175,575 | $ 159,735 | $ 133,115 | $ 199,624 |
Operating Entities | Nonredeemable Noncontrolling Interests | ||||||||
Noncontrolling Interest [Roll Forward] | ||||||||
Beginning balance | 126,105 | 83,818 | ||||||
Capital contributions | 14,877 | 27,821 | ||||||
Capital withdrawals | (6,953) | (4,196) | ||||||
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds | 11,214 | 21,786 | ||||||
Ending balance | 145,243 | 129,229 | 145,243 | 129,229 | ||||
Consolidated Funds | Nonredeemable Noncontrolling Interests | ||||||||
Noncontrolling Interest [Roll Forward] | ||||||||
Beginning balance | 33,630 | 115,806 | ||||||
Capital contributions | 0 | 19,017 | ||||||
Capital withdrawals | 0 | (19,271) | ||||||
Deconsolidation of entity | 0 | (74,813) | ||||||
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds | (6,064) | (3,469) | ||||||
Ending balance | $ 27,566 | $ 37,270 | $ 27,566 | $ 37,270 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accumulated Other Comprehensive Income / (Loss) [Abstract] | ||||
Beginning balance | $ 0 | $ (3) | $ (2) | $ (7) |
Foreign currency translation | 1 | 1 | 3 | 5 |
Ending balance | $ 1 | $ (2) | $ 1 | $ (2) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 268,917 | $ 377,393 | $ 553,957 | $ 880,743 |
Management Fees | 16,717 | 14,995 | 33,486 | 40,737 |
Incentive income | 0 | 169 | 633 | 2,427 |
Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 268,722 | 377,167 | 553,549 | 880,273 |
Management Fees | 16,522 | 14,768 | 33,078 | 40,267 |
Incentive income | 0 | 169 | 633 | 2,427 |
Asset Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 195 | 226 | 408 | 470 |
Management Fees | 195 | 226 | 408 | 470 |
Incentive income | 0 | 0 | 0 | 0 |
Underwriting fees | Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 10,830 | 88,680 | 28,413 | 242,984 |
Strategic/financial advisory fees | Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 39,806 | 100,518 | 98,595 | 174,073 |
Placement and sales agent fees | Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 48,010 | 31,380 | 70,593 | 103,924 |
Expense reimbursements from clients | Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,523 | 4,403 | 4,110 | 8,834 |
Investment banking revenue | Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 100,169 | 224,981 | 201,711 | 529,815 |
Commissions | Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 138,227 | 126,170 | 290,710 | 285,851 |
Trade conversion | Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,895 | 6,082 | 15,305 | 12,323 |
Equity and credit research fees | Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 5,909 | 4,997 | 12,112 | 9,590 |
Brokerage | Operating Company | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 152,031 | $ 137,249 | $ 318,127 | $ 307,764 |
Insurance and reinsurance (Deta
Insurance and reinsurance (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Incurred and paid claims | $ 9,838,000 | $ 2,588,000 | $ 14,016,000 | $ 7,236,000 | |
Change in claims outstanding and claims IBNR | (9,912,000) | (147,000) | (10,397,000) | (842,000) | |
Cash collateral pledged | 145,570 | 64,895 | 145,570 | 64,895 | $ 47,494 |
Reinsurance Recoverable for Paid Claims and Claims Adjustments | 83,077 | 83,077 | 9,072 | ||
Deferred Policy Acquisition Cost | 6,776 | 6,776 | 5,672 | ||
Cash advances held by cedants | 3,523 | 3,523 | 3,523 | ||
Reinsurance business receivable | 55,449 | 55,449 | 11,806 | ||
Insurance and reinsurance assets | 148,825 | 148,825 | 30,073 | ||
Liability for Claims and Claims Adjustment Expense | 17,552 | 17,552 | 3,837 | ||
Unearned Premiums | 31,267 | 31,267 | 23,241 | ||
Loss reserves and claims incurred but not reported | 313,890 | 313,890 | 44,191 | ||
Insurance and reinsurance liabilities | 362,709 | 362,709 | 71,269 | ||
Kelvin Re Limited | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Total collateral posted for reinsurance business | 93,100 | $ 93,100 | |||
Cowen Insurance & Cowen Re | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Historical Average Claims Ratios, Period, Maximum | 10 years | ||||
Total collateral posted for reinsurance business | 61,500 | $ 61,500 | 60,100 | ||
Collateral released related to reinsurance business | 1,400 | ||||
Cash and Cash Equivalents | Kelvin Re Limited | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Total collateral posted for reinsurance business | 53,100 | 53,100 | |||
Cash and Cash Equivalents | Cowen Insurance & Cowen Re | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Total collateral posted for reinsurance business | 49,000 | 49,000 | 44,100 | ||
US Treasury Bond Securities | Cowen Insurance & Cowen Re | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Total collateral posted for reinsurance business | 12,400 | 12,400 | 16,000 | ||
Letter of Credit | Kelvin Re Limited | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Total collateral posted for reinsurance business | 40,000 | 40,000 | |||
Outward insurance | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Incurred and paid claims | 868,000 | 1,055,000 | 1,935,000 | 1,798,000 | |
Change in claims outstanding and claims IBNR | 209,000 | 75,000 | 263,000 | (211,000) | |
Inward Reinsurance | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Incurred and paid claims | 8,970,000 | 1,533,000 | 12,081,000 | 5,438,000 | |
Change in claims outstanding and claims IBNR | (10,121,000) | $ (72,000) | (10,660,000) | $ (631,000) | |
Collateral Reinsurance Agreement | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Cash collateral pledged | 142,100 | 142,100 | $ 44,100 | ||
Collateral Reinsurance Agreement, Released September 30, 2023 | Cowen Insurance & Cowen Re | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Cash collateral pledged | 40,500 | 40,500 | |||
Collateral Reinsurance Agreement, Released March 31, 2024 | Cowen Insurance & Cowen Re | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Cash collateral pledged | $ 20,900 | $ 20,900 |
Share-Based Payments, Deferre_3
Share-Based Payments, Deferred Compensation and Employee Ownership Plans - Share-Based Payments and Deferred Compensation Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-compensation expense recognized in connection with compensation plan | $ 9,300 | $ 22,800 | $ 31,000 | $ 51,000 |
Tax benefit of stock-compensation expense recognized in connection with compensation plan | $ 3,300 | $ 12,100 | $ 10,400 | $ 23,000 |
Equity Plans | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future issuance | 3,500,000 | 3,500,000 | ||
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 | Employee Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation award, vesting period | 2 years | |||
Equity Plans | Employee Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation award, vesting period | 5 years | |||
Expiration period | 7 years | |||
2022 Equity Unit Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-compensation expense recognized in connection with compensation plan | $ 200 | $ 500 | ||
Tax benefit of stock-compensation expense recognized in connection with compensation plan | 40 | $ 100 | ||
Deferred Cash Award | Equity Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation award, vesting period | 4 years | |||
Deferred cash awards granted | $ 49,700 | |||
Deferred cash award, interest rate | 0.70% | |||
Deferred cash awards, unrecognized compensation expense | $ 79,900 | $ 79,900 |
Share-Based Payments, Deferre_4
Share-Based Payments, Deferred Compensation and Employee Ownership Plans - Restricted Stock Units Rollforward (Details) - Equity Plans - Restricted Shares and Restricted Stock Units (RSUs) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Nonvested Restricted Shares and Restricted Stock Units | ||
Balance outstanding, beginning of period, shares | 4,595,342 | 5,450,191 |
Granted, shares | 2,031,143 | 1,683,983 |
Vested, shares | (713,578) | (1,122,823) |
Canceled, shares | 0 | 0 |
Forfeited, shares | (69,210) | (24,582) |
Balance outstanding, end of period, shares | 5,843,697 | 5,986,769 |
Weighted-Average Grant Date Fair Value | ||
Balance outstanding, beginning of period, in dollars per share | $ 24.33 | $ 17.56 |
Granted, in dollars per share | 31.55 | 35.10 |
Vested, in dollars per share | 18.03 | 6.49 |
Canceled, in dollars per share | 0 | 0 |
Forfeited, in dollars per share | 21.97 | 18.31 |
Balance outstanding, end of period, in dollars per share | $ 27.64 | $ 24.57 |
Share-Based Payments, Deferre_5
Share-Based Payments, Deferred Compensation and Employee Ownership Plans - Performance Awards Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | ||||
Feb. 28, 2021 | Jul. 30, 2020 | Apr. 30, 2019 | Mar. 31, 2016 | Jun. 30, 2022 | Jun. 30, 2021 | |
Performance based restricted stock | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of RSU's earned | 0% | |||||
Performance based restricted stock | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of RSU's earned | 240% | |||||
Equity Plans | Performance based restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 1,974,217 | 1,974,217 | 1,974,217 | 1,974,217 | ||
Vested, shares | 712,652 | |||||
Forfeited, shares | 320,681 | |||||
Equity Plans | Performance based restricted stock | March 2016 Performance Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested, shares | 233,333 | |||||
Performance awards attained | 420,000 | |||||
Equity Plans | Performance based restricted stock | April 2019 Performance Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested, shares | 333,333 | |||||
Performance awards attained | 666,666 | |||||
Equity Plans | Performance based restricted stock | Share Distribution | March 2016 Performance Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance awards attained | 350,000 | |||||
Equity Plans | Performance based restricted stock | Share Distribution | April 2019 Performance Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance awards attained | 528,800 | |||||
Equity Plans | Performance based restricted stock | Cash and Cash Equivalents | March 2016 Performance Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance awards attained | 70,000 | |||||
Equity Plans | Performance based restricted stock | Cash and Cash Equivalents | April 2019 Performance Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance awards attained | 137,866 | |||||
Equity Plans | Restricted Shares and Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 2,031,143 | 1,683,983 | ||||
Vested, shares | 713,578 | 1,122,823 | ||||
Forfeited, shares | 69,210 | 24,582 | ||||
Unrecognized compensation expense | $ 101 | |||||
Period for recognition | 2 years 3 days |
Share-Based Payments, Deferre_6
Share-Based Payments, Deferred Compensation and Employee Ownership Plans - Restricted Shares and Other Share Based Payments Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Equity Plans | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based payment arrangement, expense | $ 9,300 | $ 22,800 | $ 31,000 | $ 51,000 | ||
Share-based Payment Arrangement, Expense, Tax Benefit | $ 3,300 | $ 12,100 | $ 10,400 | $ 23,000 | ||
Equity Plans | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number | 972,732 | |||||
Equity Plans | Restricted Stock Units (RSUs) | Non-employee Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 0 | 0 | ||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, other | 0 | 14,620 | 0 | 14,620 | ||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number | 246,610 | 246,610 | 244,916 | |||
2022 Equity Unit Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 2,000,000 | |||||
Granted, shares | 1,487,500 | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 20% | |||||
Share-based payment arrangement, expense | $ 200 | $ 500 | ||||
Unrecognized compensation expense | 1,100 | $ 1,100 | ||||
Period for recognition | 5 years | |||||
Share-based Payment Arrangement, Expense, Tax Benefit | $ 40 | $ 100 |
Income Taxes - Quarterly (Detai
Income Taxes - Quarterly (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate, percent | 24.67% | 23.45% |
Statutory rate, percent | 21% | 21% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Computation of earnings per share: | |||||
Net income (loss) | $ (818) | $ 59,078 | $ 54,329 | $ 211,144 | |
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds | (14,981) | 13,755 | 5,150 | 18,317 | |
Net income (loss) attributable to Cowen Inc. | 14,163 | 45,323 | 49,179 | 192,827 | |
Preferred stock dividends | 1,698 | 1,698 | 3,396 | 3,396 | |
Net income (loss) attributable to Cowen Inc. common stockholders | 12,465 | 43,625 | 45,783 | 189,431 | |
Dilutive Securities, Effect on Basic Earnings Per Share | (44) | 0 | (4) | 0 | |
Net Income (Loss) Available to Common Stockholders, Diluted | $ 12,421 | $ 43,625 | $ 45,779 | $ 189,431 | |
Shares for basic and diluted calculations: | |||||
Weighted average shares used in basic computation, shares | 27,897,000 | 26,903,000 | 28,138,000 | 27,130,000 | |
Weighted average shares used in diluted computation, shares | 30,153,000 | 33,858,000 | 30,899,000 | 33,703,000 | |
Earnings (loss) per share: | |||||
Earnings Per Share, Basic (in dollars per share) | $ 0.45 | $ 1.62 | $ 1.63 | $ 6.98 | |
Earnings Per Share, Diluted (in dollars per share) | $ 0.41 | $ 1.29 | $ 1.48 | $ 5.62 | |
Convertible Debt | |||||
Shares for basic and diluted calculations: | |||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 0 | 2,743,000 | 0 | 2,840,000 | |
Convertible Preferred Stock | |||||
Shares for basic and diluted calculations: | |||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 34,000 | 0 | 366,000 | 0 | |
Restricted Stock | |||||
Shares for basic and diluted calculations: | |||||
Shares attributable to share-based payment awards, shares | 1,841,000 | 3,423,000 | 1,941,000 | 3,116,000 | |
Restricted Stock | Quarton | |||||
Shares for basic and diluted calculations: | |||||
Shares attributable to share-based payment awards, shares | 10,000 | 18,000 | 82,000 | 9,000 | |
Restricted Stock Units (RSUs) | Equity Plans | |||||
Shares for basic and diluted calculations: | |||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number | 972,732 | ||||
Performance based restricted stock | |||||
Shares for basic and diluted calculations: | |||||
Shares attributable to share-based payment awards, shares | 371,000 | 771,000 | 372,000 | 608,000 | |
Common Stock Class A | |||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Common stock, shares outstanding, shares | 27,801,792 | 27,801,792 | 27,778,964 | ||
Common stock, restricted shares, shares | 246,610 | 246,610 | |||
Common Stock Class A | Restricted Stock | |||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Common stock, shares outstanding, shares | 960,238 | 960,238 | 901,374 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Lease Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Contractual Commitments, Commitment [Line Items] | ||||
Lease cost | $ 6,423 | $ 5,833 | $ 13,037 | $ 11,603 |
Variable lease cost | 627 | 864 | 1,464 | 1,770 |
Sublease income | (137) | (156) | (292) | (316) |
Total lease costs | 6,994 | 6,573 | 14,336 | 13,122 |
Facility Leases | ||||
Contractual Commitments, Commitment [Line Items] | ||||
Short-term lease cost | $ 81 | $ 32 | $ 127 | $ 65 |
Commitments and Contingencies_2
Commitments and Contingencies - Supplemental Cash Flow Information And Certain Other Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 16,132 | $ 13,625 |
Weighted average remaining lease term - operating leases (in years) | 5 years 5 months 1 day | 4 years 7 months 6 days |
Weighted average discount rate - operating leases | 4.16% | 4.09% |
Commitments and Contingencies_3
Commitments and Contingencies - Outstanding Operating Lease Liabilities (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | ||
Future minimum annual lease and service payments | |||
Total lease liability | $ 90,985,000 | $ 98,883,000 | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 8,900,000 | ||
Operating Lease, Residual Value of Leased Asset | 600,000 | ||
Equipment Leases | |||
Future minimum annual lease and service payments | |||
2022 | 208,000 | ||
2023 | 387,000 | ||
2024 | 371,000 | ||
2025 | 370,000 | ||
2026 | 278,000 | ||
Thereafter | 0 | ||
Total operating leases | 1,614,000 | ||
Less discount | 74,000 | ||
Less short-term leases | 0 | ||
Total lease liability | 1,540,000 | ||
Facility Leases | |||
Future minimum annual lease and service payments | |||
2022 | [1],[2],[3] | 9,768,000 | |
2023 | [1],[2],[3] | 24,563,000 | |
2024 | [1],[2],[3] | 22,289,000 | |
2025 | [1],[2],[3] | 11,558,000 | |
2026 | [1],[2],[3] | 8,252,000 | |
Thereafter | [1],[2],[3] | 24,337,000 | |
Total operating leases | [1],[2] | 100,767,000 | |
Less discount | [1],[2] | 11,305,000 | |
Less short-term leases | 17,000 | ||
Total lease liability | [1],[2] | $ 89,445,000 | |
[1]During the six months ended June 30, 2022, the Company recognized an increase of $8.9 million of operating right-of-use assets and leases liabilities related to facility leases.[2]The Company has entered into various agreements to sublease certain of its premises.[3]The company has assigned a lease but has remained as the guarantor for performance of the assignee's rent payment obligations for the remainder of the term of the assigned lease at a the maximum amount of $0.6 million. |
Commitments and Contingencies_4
Commitments and Contingencies - Service Payments (Details) - Service Payments $ in Thousands | Jun. 30, 2022 USD ($) |
Other Commitments [Line Items] | |
2022 | $ 16,018 |
2023 | 19,545 |
2024 | 8,928 |
2025 | 3,939 |
2026 | 3,253 |
Thereafter | 7,357 |
Total service payment commitments | $ 59,040 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedules of Unfunded Commitments (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) | ||
Healthcare Royalty Partners | Unfunded Commitments | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 6,452 | [1] |
Healthcare Royalty Partners | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Commitments term | 2 years 6 months | |
Eclipse Ventures Fund I, L.P. | Unfunded Commitments | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 28 | |
Eclipse Ventures Fund I, L.P. | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Commitments term | 2 years 6 months | |
Eclipse Fund II, L.P. | Unfunded Commitments | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 18 | |
Eclipse Fund II, L.P. | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Commitments term | 3 years 6 months | |
Eclipse Continuity Fund I, L.P. | Unfunded Commitments | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 12 | |
Eclipse Continuity Fund I, L.P. | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Commitments term | 4 years 6 months | |
Cowen Healthcare Investments III LP | Unfunded Commitments | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 1,552 | |
Cowen Healthcare Investments III LP | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Commitments term | 4 years 6 months | |
Cowen Healthcare Investments IV LP | Unfunded Commitments | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 5,095 | |
Cowen Healthcare Investments IV LP | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Commitments term | 5 years 6 months | |
Cowen Sustainable Investments I LP | Unfunded Commitments | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 14,643 | |
Cowen Sustainable Investments I LP | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Commitments term | 7 years 6 months | |
[1]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. |
Segment Reporting - Economic In
Segment Reporting - Economic Income (Loss) to GAAP (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Reconciliation to U.S. GAAP Company's Economic Income (Loss) | ||||
Preferred stock dividends | $ 1,698 | $ 1,698 | $ 3,396 | $ 3,396 |
Amortization of (discount)/premium on convertible debt | 155 | 6,671 | ||
Bargain purchase gain, net of tax | 0 | 0 | 0 | 3,855 |
Income tax expense (benefit) | 5,908 | 10,244 | 17,797 | 64,672 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (818) | 59,078 | 54,329 | 211,144 |
Adjustments | ||||
Reconciliation to U.S. GAAP Company's Economic Income (Loss) | ||||
Noncontrolling Interest (Adjusted) | (14,981) | 13,755 | 5,150 | 18,317 |
Preferred stock dividends | 1,698 | 1,698 | 3,396 | 3,396 |
Amortization of (discount)/premium on convertible debt | (78) | (772) | (154) | (1,544) |
Acquisition related amounts | (78) | (76) | (158) | (317) |
Contingent Consideration Payable | 19,093 | (5,230) | 13,961 | 1,566 |
Debt extinguishment gain (loss) and accelerated debt costs | 0 | (5,557) | 0 | (10,095) |
Bargain purchase gain, net of tax | 0 | 0 | 0 | 3,855 |
Income tax expense (benefit) | (5,908) | (10,244) | (17,797) | (64,672) |
Economic income tax expense | 817 | 18,010 | 13,865 | 70,760 |
OpCo | Operating Segments | ||||
Reconciliation to U.S. GAAP Company's Economic Income (Loss) | ||||
Economic Income | 104 | 51,149 | 36,398 | 195,006 |
Income tax expense (benefit) | 5,964 | 11,765 | 17,796 | 66,850 |
Asset Co | Operating Segments | ||||
Reconciliation to U.S. GAAP Company's Economic Income (Loss) | ||||
Economic Income | (1,485) | (3,655) | (332) | (5,128) |
Income tax expense (benefit) | $ (56) | $ (1,521) | $ 1 | $ (2,178) |
Segment Reporting - Segment Bre
Segment Reporting - Segment Breakout (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |||
Segment Information | ||||||
Total revenues | $ 302,413 | $ 458,757 | $ 713,005 | $ 1,206,282 | ||
Depreciation and Amortization | 6,997 | 4,565 | 14,182 | 8,919 | ||
Income tax expense (benefit) | 5,908 | 10,244 | 17,797 | 64,672 | ||
Interest and Dividend Expense | 53,925 | 63,073 | 100,449 | 120,714 | ||
Dividend expense | 8,900 | 1,000 | 10,900 | 3,600 | ||
Dividend revenue | 9,700 | 4,000 | 15,700 | 12,100 | ||
Consolidated Funds | ||||||
Segment Information | ||||||
Dividend revenue | 0 | 0 | ||||
Operating Segments | ||||||
Segment Information | ||||||
Non-Interest Revenue | 263,578 | 400,642 | 633,829 | [1] | 1,096,860 | [1] |
Interest Revenue | 38,833 | 58,113 | 79,172 | 109,418 | ||
Total revenues | 302,413 | 458,757 | 713,005 | 1,206,282 | ||
Operating Segments | Consolidated Funds | ||||||
Segment Information | ||||||
Interest Revenue | 2 | 2 | 4 | 4 | ||
OpCo | Operating Segments | ||||||
Segment Information | ||||||
Non-Interest Revenue | 275,435 | 397,454 | 643,087 | 1,095,340 | ||
Interest Revenue | 38,769 | 57,904 | 79,100 | 109,007 | ||
Total revenues | 314,204 | 455,358 | 722,187 | 1,204,347 | ||
Interest Expense | 43,730 | 60,147 | 87,030 | 113,950 | ||
Depreciation and Amortization | 6,991 | 4,561 | 14,170 | 8,910 | ||
Income tax expense (benefit) | 5,964 | 11,765 | 17,796 | 66,850 | ||
Asset Co | Operating Segments | ||||||
Segment Information | ||||||
Non-Interest Revenue | (11,857) | 3,188 | (9,258) | 1,520 | ||
Interest Revenue | 64 | 209 | 72 | 411 | ||
Total revenues | (11,791) | 3,399 | (9,182) | 1,935 | ||
Interest Expense | 1,277 | 1,930 | 2,513 | 3,204 | ||
Depreciation and Amortization | 6 | 4 | 12 | 9 | ||
Income tax expense (benefit) | (56) | (1,521) | 1 | (2,178) | ||
Asset Co | Operating Segments | Consolidated Funds | ||||||
Segment Information | ||||||
Interest Revenue | $ 2 | $ 2 | $ 4 | $ 4 | ||
[1]Includes dividend revenue of $9.7 million and $4.0 million for the three months ended June 30, 2022 and 2021, respectively and $15.7 million and $12.1 million for the six months ended June 30, 2022 and 2021, respectively. Dividend revenue, consolidated funds, was immaterial for the three and six months ended June 30, 2022 and 2021, respectively. |
Regulatory Requirements (Detail
Regulatory Requirements (Details) | 6 Months Ended | |
Jun. 30, 2022 USD ($) | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Minimum net capital required | $ 250,000 | |
Cowen and Company | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Minimum net capital required | $ 1,500,000 | |
Minimum net capital required, percent | 2% | |
Net capital | $ 426,640,000 | |
Net capital requirement under alternative method | 6,447,000 | |
Excess capital | 420,193,000 | |
ATM Execution LLC | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Net capital | 6,134,000 | |
Net capital requirement under alternative method | 250,000 | |
Excess capital | 5,884,000 | |
Westminster Research | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Net capital | 24,979,000 | |
Net capital requirement under alternative method | 250,000 | |
Excess capital | $ 24,729,000 | |
Cowen Financial Products LLC | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Minimum net capital required, percent | 2% | |
Net capital | $ 59,995,000 | |
Net capital requirement under alternative method | 20,000,000 | |
Excess capital | 39,995,000 | |
Cowen and Company (Asia) Limited | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Financial/Capital resources | 1,918,000 | [1] |
Financial/Capital resources requirement | 382,000 | [1] |
Excess financial/capital resources | 1,536,000 | [1] |
RCG Insurance Company | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Minimum net capital required | 300,000 | |
Net capital | 5,600,000 | |
Options Clearing Corporation | Cowen and Company | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Minimum net capital required | $ 2,000,000 | |
Minimum net capital required, percent | 2% | |
U.K. Financial Services Authority | Cowen International Limited | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Financial/Capital resources | $ 48,912,000 | [1] |
Financial/Capital resources requirement | 25,579,000 | [1] |
Excess financial/capital resources | 23,333,000 | [1] |
U.K. Financial Services Authority | Cowen Execution Services Ltd | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Financial/Capital resources | 16,179,000 | [1] |
Financial/Capital resources requirement | 4,700,000 | [1] |
Excess financial/capital resources | 11,479,000 | [1] |
Minimum | Cowen and Company | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Required net capital under commodity exchange act | 45,000 | |
Special Reserve Accounts | Cowen and Company | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Cash and securities segregated under securities exchange commission regulation | 44,800,000 | |
PAB Reserve Bank Accounts | Cowen and Company | ||
Regulatory Requirements for Broker-Dealers [Line Items] | ||
Cash and securities segregated under securities exchange commission regulation | $ 45,800,000 | |
[1]The equivalent of Net Capital under FCA rules is referred as “capital resources” and under SFC rules is referred as “net liquid capital.” The equivalent of Minimum Net Capital Requirement under FCA rules is referred as “minimum capital resources requirement and under SFC rules is referred as “net liquid capital requirement." |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Fees receivable | $ 116,350 | $ 116,350 | $ 145,809 | ||
Due from related parties | 24,296 | 24,296 | 31,449 | ||
Employees | |||||
Related Party Transaction [Line Items] | |||||
Redeemable non-controlling interests, Related Party | 60,800 | 60,800 | 53,900 | ||
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | 17,900 | $ 12,600 | 28,200 | $ 22,700 | |
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Fees receivable | 22,700 | 22,700 | 16,600 | ||
Employee Loans | |||||
Related Party Transaction [Line Items] | |||||
Due from employees | 11,500 | 11,500 | 8,800 | ||
Forgivable Loan Balances | 5,800 | 5,800 | 3,800 | ||
Amortization on Forgivable Loans | 1,000 | $ 1,500 | $ 1,900 | $ 2,700 | |
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 | ||||
Other Funds | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 12,800 | $ 12,800 | $ 22,600 |
Guarantees and Off-Balance Sh_3
Guarantees and Off-Balance Sheet Arrangements (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Letter of credit, borrowing capacity | $ 425,000 |
Line of credit facility, remaining borrowing capacity | 425,000 |
Pledge Lines | |
Debt Instrument [Line Items] | |
Letter of credit, borrowing capacity | 250,000 |
Line of credit facility, remaining borrowing capacity | 250,000 |
BMO Harris Bank | Broker Loan | |
Debt Instrument [Line Items] | |
Letter of credit, borrowing capacity | 25,000 |
Line of credit facility, remaining borrowing capacity | 25,000 |
BMO Harris Bank | Tri-Party Pledge Line | |
Debt Instrument [Line Items] | |
Letter of credit, borrowing capacity | 75,000 |
Line of credit facility, remaining borrowing capacity | 75,000 |
BMO Harris Bank | Pledge Lines | |
Debt Instrument [Line Items] | |
Letter of credit, borrowing capacity | 150,000 |
Line of credit facility, remaining borrowing capacity | 150,000 |
BMO Harris Bank | Spike Line | |
Debt Instrument [Line Items] | |
Letter of credit, borrowing capacity | 150,000 |
Line of credit facility, remaining borrowing capacity | 150,000 |
Morgan Stanley | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Letter of credit, borrowing capacity | 25,000 |
Line of credit facility, remaining borrowing capacity | $ 25,000 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Aug. 01, 2022 | Jul. 20, 2022 | Feb. 26, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||||
Common Stock, Dividends, Per Share, Declared | $ 0.10 | $ 0.08 | $ 0.12 | |||
Cowen Insurance | ||||||
Subsequent Event [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 12.5 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Dividends, Per Share, Declared | $ 0.12 | |||||
Subsequent Event | TD Bank Group & Cowen | ||||||
Subsequent Event [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 1,300 | |||||
Business acquisition, share price | $ 39 |