Commitments, Contingencies and Guarantees |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments, Contingencies and Guarantees | Commitments, Contingencies and Guarantees Contingencies In the ordinary course of business, various legal actions are brought and are pending against the Company and its subsidiaries in the U.S. and internationally. In some of these actions, substantial amounts are claimed. The Company is also involved, from time to time, in reviews, examinations, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses, operations, reporting or other matters, which may result in regulatory, civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief. The following generally does not include matters that the Company has pending against other parties which, if successful, would result in awards in favor of the Company or its subsidiaries. Employment, Competitor-Related and Other Litigation From time to time, the Company and its subsidiaries are involved in litigation, claims and arbitrations in the U.S. and internationally, relating to, inter alia, various employment matters, including with respect to termination of employment, hiring of employees currently or previously employed by competitors, terms and conditions of employment and other matters. In light of the competitive nature of the brokerage industry, litigation, claims and arbitration between competitors regarding employee hiring are not uncommon. The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses. Any such actions may result in regulatory, civil or criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief. Legal accruals are established in accordance with U.S. GAAP guidance on Accounting for Contingencies when a material legal liability is both probable and reasonably estimable. Once established, accruals are adjusted when there is more information available or when an event occurs requiring a change. The outcome of such items cannot be determined with certainty. The Company is unable to estimate a possible loss or range of loss in connection with specific matters beyond its current accruals and any other amounts disclosed. Based on currently available information, management believes that the final outcome of matters, other than the U.K. Tax Matter, will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. With respect to the U.K. Tax Matter, it is at least reasonably possible that the estimate of loss will change in the near term and that the effect of such change could be material to the Company’s financial condition, results of operations, or cash flows. U.K. Tax Matter In March 2024, the Commissioners for HMRC issued to the U.K. Partnership notices of determination for taxes which have subsequently been alleged by HMRC to have been made on the basis that amounts allocated to members of the U.K. Partnership as profit should have been treated for U.K. tax purposes as if those members were employees pursuant to the Salaried Member Rules, introduced by Sections 863A-863G of the Income Tax (Trading and Other Income) Act 2005, for U.K. tax years 2017/2018, 2018/2019 and 2019/2020, and, as such, the U.K. Partnership should have withheld tax from its members pursuant to the “Pay As You Earn” collection rules and remitted such amounts to HMRC. In March 2026, HMRC issued notices of determination for U.K. tax year 2021/2022. The U.K. Partnership appealed the first determinations in April 2024 and the matter will be heard by the First-Tier Tribunal (Tax Chamber), and appealed the latter determination in April 2026. Also, proceedings have been issued by HMRC in May 2026 (and adjourned in July 2026 pending resolution of the “Pay As You Earn” matters) in the County Court of England and Wales alleging unpaid national insurance contributions arising from the same issue for U.K. tax years 2017/2018 to 2021/2022. Following a U.K. Supreme Court decision in July 2026 pertaining to another U.K. taxpayer but which may impact the way partnerships and partners are remunerated and taxed in the U.K., the Company recorded an additional accrual of $24.5 million as of June 30, 2026. The related expense is included in “Other expenses” in the Company’s unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026. As of June 30, 2026, the Company’s total accrued liability related to these matters was $40.6 million, which is included in “Accounts payable, accrued and other liabilities” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. The total accrued liability reflects the Company’s current estimate of the probable loss associated with the matters based on the arrangements the Company has been able to identify and assess, certain relevant legal developments, and currently available information. The accrual was made not only for the years mentioned above but for all other subsequent U.K. tax years up to tax year ending 2025. The Company intends to contest these matters. While it is reasonably possible that the Company may incur additional losses in excess of the amount accrued, the Company is unable at this time to estimate the amount or range of any such additional loss primarily due to the following reasons: (i) it is not clear (a) how the U.K. Supreme Court’s July 2026 decision will be interpreted and applied by the First-Tier Tribunal (Tax Chamber) in that case, (b) what guidance will be issued by the U.K. tax authorities to the industry at large or (c) how this may in turn apply to the Company’s specific facts and circumstances; and (ii) material legal and factual issues remain untested and unresolved. The Company will be better able to assess any additional reasonably possible loss as such further guidance and assessments are received. In view of these uncertainties and the unpredictable nature of the matter, the Company could incur future charges in excess of the amount accrued, and any such additional charges, individually or in the aggregate, could be material to the Company’s consolidated financial condition, results of operations, and cash flows for a particular period. Accordingly, future adjustments to the Company’s accrued liability may be required. Letter of Credit Agreements The Company has irrevocable uncollateralized letters of credit with various banks, where the beneficiaries are clearing organizations through which it transacts, that are used in lieu of margin and deposits with those clearing organizations. As of both June 30, 2026 and December 31, 2025 the Company was contingently liable for $7.6 million under these letters of credit. Risk and Uncertainties The Company generates revenues by providing financial intermediary and brokerage activities to institutional customers and by executing and, in some cases, clearing transactions for institutional counterparties. Revenues for these services are transaction-based. As a result, revenues could vary based on the transaction volume of global financial markets. Additionally, financing is sensitive to interest rate fluctuations, which could have an impact on the Company’s overall profitability. Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the FDIC maximum coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s Consolidated Financial Statements. For both the three and six months ended June 30, 2026 and 2025, the Company did not incur losses on any FDIC insured cash accounts. During both the three and six months ended June 30, 2026, the Company did not record any additional provision for expected credit losses associated with Russia’s Invasion of Ukraine. During both the three and six months ended June 30, 2025, the Company recognized a benefit of $4.4 million from the release of previously recorded allowances for expected credit losses associated with Russia’s Invasion of Ukraine, which was included in “Other expenses” in the Company’s unaudited Condensed Consolidated Statements of Operations. See Note 25—“Current Expected Credit Losses (CECL)” for additional information. Insurance The Company is self-insured for health care claims, up to a stop-loss amount for eligible participating employees and qualified dependents in the U.S., subject to deductibles and limitations. The Company’s liability for claims incurred but not reported is determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $4.5 million and $3.1 million in health care claims as of June 30, 2026 and December 31, 2025, respectively. The Company does not expect health care claims to have a material impact on its financial condition, results of operations, or cash flows. Guarantees The Company provides guarantees to securities clearinghouses and exchanges which meet the definition of a guarantee under FASB interpretations. Under these standard securities clearinghouse and exchange membership agreements, members are required to guarantee, collectively, the performance of other members and, accordingly, if another member becomes unable to satisfy its obligations to the clearinghouse or exchange, all other members would be required to meet the shortfall. In the opinion of management, the Company’s liability under these agreements is not quantifiable and could exceed the cash and securities it has posted as collateral. However, the potential of being required to make payments under these arrangements is remote. Accordingly, no contingent liability has been recorded in the Company’s unaudited Condensed Consolidated Statements of Financial Condition for these agreements.
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