Fair Value Measurements

9 Months Ended

Sep. 30, 2020

4. Fair Value Measurements

The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly transaction between market participants at the measurement date. ASC 820,

Fair Value Measurements

, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follows:

Level 1 – Quoted prices for identical instruments in active markets.

Level 2 –

Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 –

Instruments whose significant drivers are unobservable.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value. During the three and nine months ended September 30, 2020 and 2019 there were no transfers between Levels 2 and 3.


	September 30, 2020
	Total		Level 1		Level 2		Level 3
Assets:
Recurring fair value measurements:
Cash equivalents	$	2,577	$	2,577	$	—	$	—
Securities owned, at fair value		32,574		24,101		8,473		—

Total	$	35,151	$	26,678	$	8,473	$	—

Liabilities:
Recurring fair value measurements:
Deferred consideration (Note 11)	$	207,748	$	—	$	—	$	207,748

Non-recurring fair value measurements
Convertible notes (1)	$	24,344	$	—	$	24,344	$	—

(1)	Fair value determined on August 13, 2020 (Note 13)


	December 31, 2019
	Total		Level 1		Level 2		Level 3
Assets:
Recurring fair value measurements:
Cash equivalents	$	317	$	317	$	—	$	—
Securities owned, at fair value		17,319		17,319		—		—

Total	$	17,636	$	17,636	$	—	$	—


Non-recurring fair value measurements:
AdvisorEngine Inc. – Financial interests (1)	$	28,172		—		—	$	28,172


Liabilities:
Recurring fair value measurements:
Deferred consideration (Note 11)	$	173,024	$	—	$	—	$	173,024
Securities sold, but not yet purchased		582		582		—		—

Total	$	173,606	$	582	$	—	$	173,024

(1)	Fair value determined on December 31, 2019 (Note 7).

Recurring Fair Value Measurements—Methodology

Cash Equivalents (Note 3)

– These financial assets represent cash invested in highly liquid investments with original maturities of less than

days. These investments are valued at par, which approximates fair value, and are

onsidered Level 1.

Securities Owned/Sold but Not Yet Purchased (Note 5)

– Securities owned and sold, but not yet purchased are investments in ETFs, pass-through GSEs and corporate bonds. ETFs are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy. Pricing of pass-through GSEs and corporate bonds include consideration given to collateral characteristics and market assumptions related to yields, credit risk and prepayments and are therefore classified as Level 2.

Deferred Consideration (Note 11)

– Deferred consideration represents the present value of an obligation to pay gold into perpetuity.

The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified as Level 3:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Deferred consideration (Note 11)
Beginning balance	$	198,784		$	161,273		$	173,024		$	161,540
Net realized losses (1)		4,539			3,502			12,362			9,710
Net unrealized losses/(gains) (2)		8,870			6,306			34,436			5,939
Settlements		(4,445	)		(3,441	)		(12,074	)		(9,549	)

Ending balance	$	207,748		$	167,640		$	207,748		$	167,640

(1)	Recorded as contractual gold payments expense on the Company’s Consolidated Statements of Operations.

(2)	Recorded as loss on revaluation of deferred consideration – gold payments on the Company’s Consolidated Statements of Operations.