Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2018 | May 03, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NATIONAL HOLDINGS CORP | |
Trading Symbol | NHLD | |
Entity Central Index Key | 1,023,844 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 12,490,524 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
ASSETS | ||
Cash | $ 27,211 | $ 23,508 |
Restricted cash | 1,383 | 1,381 |
Cash deposits with clearing organizations | 836 | 1,041 |
Securities owned, at fair value | 7,476 | 7,102 |
Receivables from broker-dealers and clearing organizations | 2,709 | 2,850 |
Forgivable loans receivable | 1,598 | 1,616 |
Other receivables, net | 6,033 | 5,180 |
Prepaid expenses | 1,681 | 2,490 |
Fixed assets, net | 2,119 | 2,397 |
Intangible assets, net | 5,225 | 4,843 |
Goodwill | 5,217 | 5,217 |
Deferred tax asset, net | 4,007 | 6,420 |
Other assets, principally refundable deposits | 438 | 353 |
Total Assets | 65,933 | 64,398 |
Liabilities | ||
Securities sold, but not yet purchased, at fair value | 8 | 151 |
Accrued commissions and payroll payable | 10,652 | 10,065 |
Accounts payable and accrued expenses | 8,453 | 8,715 |
Deferred clearing and marketing credits | 681 | 786 |
Warrants issued (Note 19) | 0 | 5,597 |
Other | 158 | 181 |
Total Liabilities | 19,952 | 25,495 |
Stockholders’ Equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none outstanding | 0 | 0 |
Common stock $0.02 par value, authorized 75,000,000 shares at March 31, 2018 and September 30, 2017; 12,489,501 and 12,437,916 shares issued and outstanding at March 31, 2018 and September 30, 2017, respectively | 249 | 248 |
Additional paid-in-capital | 84,339 | 66,955 |
Accumulated deficit | (38,607) | (28,315) |
Total National Holdings Corporation Stockholders’ Equity | 45,981 | 38,888 |
Non-Controlling interest | 0 | 15 |
Total Stockholders’ Equity | 45,981 | 38,903 |
Total Liabilities and Stockholders’ Equity | $ 65,933 | $ 64,398 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Mar. 31, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 12,489,501 | 12,437,916 |
Common stock, shares outstanding (in shares) | 12,489,501 | 12,437,916 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | ||||
Commissions | $ 31,407 | $ 23,993 | $ 57,025 | $ 48,499 |
Net dealer inventory gains | 2,761 | 3,423 | 3,666 | 5,967 |
Investment banking | 14,532 | 14,916 | 29,079 | 24,608 |
Investment advisory | 5,197 | 3,700 | 10,529 | 7,086 |
Interest and dividends | 601 | 675 | 1,232 | 1,391 |
Transaction fees and clearing services | 1,777 | 1,687 | 4,074 | 4,185 |
Tax preparation and accounting | 3,868 | 3,144 | 4,391 | 4,000 |
Other | 203 | 346 | 429 | 717 |
Total Revenues | 60,346 | 51,884 | 110,425 | 96,453 |
Operating Expenses | ||||
Commissions, compensation and fees | 49,345 | 41,761 | 92,906 | 79,020 |
Clearing fees | 578 | 618 | 1,321 | 1,356 |
Communications | 813 | 682 | 1,572 | 1,404 |
Occupancy | 1,141 | 937 | 2,096 | 1,944 |
License and registration | 530 | 428 | 1,167 | 832 |
Professional fees | 578 | 991 | 1,970 | 2,254 |
Interest | 2 | 4 | 5 | 8 |
Depreciation and amortization | 379 | 286 | 758 | 582 |
Other administrative expenses | 2,287 | 2,475 | 4,113 | 3,705 |
Total Operating Expenses | 55,653 | 48,182 | 105,908 | 91,105 |
Income before Other (Expense) Income and Income Taxes | 4,693 | 3,702 | 4,517 | 5,348 |
Other (Expense) Income | ||||
Gain on disposal of Gilman branches | 0 | 130 | 0 | 130 |
Change in fair value of warrant liability | (5,597) | 1,773 | (11,194) | 5,865 |
Other income | 230 | 5 | 236 | 5 |
Total Other (Expense) Income | (5,367) | 1,908 | (10,958) | 6,000 |
(Loss) Income before Income Taxes | (674) | 5,610 | (6,441) | 11,348 |
Income tax expense | 1,578 | 1,736 | 3,851 | 2,414 |
Net (Loss) Income | $ (2,252) | $ 3,874 | $ (10,292) | $ 8,934 |
Net (loss) income per share - Basic (in dollars per share) | $ (0.18) | $ 0.31 | $ (0.83) | $ 0.72 |
Net (loss) income per share - Diluted (in dollars per share) | $ (0.18) | $ 0.31 | $ (0.83) | $ 0.72 |
Weighted average number of shares outstanding - Basic (in shares) | 12,457,043 | 12,437,916 | 12,447,321 | 12,437,916 |
Weighted average number of shares outstanding - Diluted (in shares) | 12,457,043 | 12,461,882 | 12,447,321 | 12,450,178 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 6 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in- Capital | Accumulated Deficit | Non-Controlling Interest |
Beginning balance (in shares) at Sep. 30, 2017 | 12,437,916 | ||||
Beginning balance at Sep. 30, 2017 | $ 38,903 | $ 248 | $ 66,955 | $ (28,315) | $ 15 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation for restricted stock units | 676 | 676 | |||
Issuance of shares of common stock with respect to vested restricted stock units, net of 26,540 shares valued at $82,000 tendered for tax withholding (in shares) | 51,585 | ||||
Issuance of shares of common stock with respect to vested restricted stock units, net of 26,540 shares valued at $82,000 tendered for tax withholding | (82) | $ 1 | (83) | ||
Warrant liability reclassification ( See Note 19) | 16,791 | ||||
Deconsolidation of subsidiary | (15) | (15) | |||
Net loss | (10,292) | (10,292) | |||
Ending balance (in shares) at Mar. 31, 2018 | 12,489,501 | ||||
Ending balance at Mar. 31, 2018 | $ 45,981 | $ 249 | $ 84,339 | $ (38,607) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares tendered for tax withholding (in shares) | 26,540 | ||||
Value of shares tendered for tax withholding | $ 82 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (10,292) | $ 8,934 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Change in fair value of warrant liability | 11,194 | (5,865) |
Depreciation and amortization | 758 | 582 |
Amortization of forgivable loans to registered representatives | 310 | 362 |
Stock-based compensation | 676 | 183 |
Recovery for doubtful accounts | (46) | (256) |
Amortization of deferred clearing credit | (105) | (104) |
Increase in fair value of contingent consideration payable | 10 | 14 |
Deferred tax expense | 2,413 | 714 |
Gain on disposal of Gilman branches | 0 | (130) |
Gain on deconsolidation of subsidiary | (15) | 0 |
Changes in assets and liabilities | ||
Restricted cash | (2) | 0 |
Cash deposits with clearing organizations | 205 | (10) |
Securities owned, at fair value | (374) | (1,049) |
Receivables from broker-dealers and clearing organizations | 141 | 544 |
Forgivable loans receivable | (292) | (47) |
Other receivables, net | (854) | 196 |
Prepaid expenses | 809 | (149) |
Other assets, principally refundable deposits | (85) | (5) |
Accounts payable, accrued expenses and other liabilities | (288) | (720) |
Securities sold, but not yet purchased, at fair value | (143) | (221) |
Net cash provided by operating activities | 4,020 | 2,973 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of businesses | (187) | (19) |
Acquisition of intangible assets | (45) | 0 |
Purchase of fixed assets | (50) | (312) |
Collection on notes receivable | 47 | 8 |
Net cash used in investing activities | (235) | (323) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repurchase of common stock for tax withholding | (82) | 0 |
Net cash used in financing activities | (82) | 0 |
NET INCREASE IN CASH | 3,703 | 2,650 |
CASH BALANCE | ||
Beginning of the period | 23,508 | 21,694 |
End of the period | 27,211 | 24,344 |
Cash paid during the period for: | ||
Interest | 5 | 8 |
Income taxes | 630 | 576 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Fixed assets (acquired but not paid) | 0 | 42 |
Business acquired: | ||
Identifiable intangible assets acquired | 767 | 211 |
Contingent consideration payable | (580) | (192) |
Sale of Gilman branches: | ||
Notes receivable (included in other receivables) | 0 | 638 |
Disposal of goodwill | 0 | (305) |
Disposal of intangible assets, net | 0 | (203) |
Reclassification of warrant liability from debt to equity | $ 16,791 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying condensed consolidated financial statements of the Company, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed consolidated financial statements as of March 31, 2018 and for the three and six months ended March 31, 2018 and 2017 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at September 30, 2017 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017 for additional disclosures and accounting policies. Certain items in the condensed consolidated statement of operations for the fiscal 2017 period have been reclassified to conform to the presentation in the fiscal 2018 period. Such reclassifications did not have a material impact on the presentation of the overall financial statements. |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS National Holdings Corporation (“National” or the “Company”), a Delaware corporation organized in 1996, operates through its wholly owned subsidiaries which principally provide financial services. Through its broker-dealer and investment advisory subsidiaries, the Company (1) offers full service retail brokerage and investment advisory services to individual, corporate and institutional clients, (2) provides investment banking, merger, acquisition and advisory services to micro, small and mid-cap high growth companies, (3) engages in trading securities, including making markets in micro and small-cap, NASDAQ and other exchange listed stocks and (4) provides liquidity in the United States Treasury marketplace. Broker-dealer subsidiaries consist of National Securities Corporation (“National Securities” or “NSC”) and vFinance Investments, Inc. (“vFinance Investments”) (collectively, the “Broker-Dealer Subsidiaries”). The Broker-Dealer Subsidiaries conduct a national securities brokerage business through their main offices in New York City, New York, Boca Raton, Florida, and Seattle, Washington. Broker-dealer subsidiaries are introducing brokers and clear all transactions through clearing organizations, on a fully disclosed basis. The Broker-Dealer Subsidiaries are registered with the Securities and Exchange Commission ("SEC") and the Commodities and Futures Trading Commission, and are members of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation. The Company’s wholly-owned subsidiary, National Asset Management, Inc. ("NAM"), is a federally-registered investment adviser providing asset management advisory services to retail clients for a fee based upon a percentage of assets managed. The Company’s wholly-owned subsidiaries, National Insurance Corporation ("National Insurance") and Prime Financial Services ("Prime Financial"), provide fixed insurance products to their clients, including life insurance, disability insurance, long term care insurance and fixed annuities. The Company’s wholly-owned subsidiary, Gilman Ciocia, Inc. ("Gilman"), provides tax preparation and accounting services to individuals and small to midsize companies. The Company’s wholly-owned subsidiary, GC Capital Corporation ("GC"), provides licensed mortgage brokerage services in New York and Florida. On September 9, 2016, a subsidiary of Fortress Biotech, Inc. (“Fortress”), acquired a controlling interest in the Company. See Note 19. On February 23, 2018, vFinance Investments merged into NSC in accordance to an agreement and plan of merger between the two companies. Assets and liabilities were transferred at carrying value. Operations conducted through vFinance are now conducted through NSC. In March 2018, vFinance filed for withdrawal from registration with the SEC as a Broker-dealer. |
RECEIVEABLES FROM BROKER-DEALER
RECEIVEABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES | 6 Months Ended |
Mar. 31, 2018 | |
Brokers and Dealers [Abstract] | |
RECEIVEABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES | RECEIVABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES At March 31, 2018 and September 30, 2017 , the receivables of $2,709,000 and $2,850,000 , respectively, from broker-dealers and clearing organizations represent net amounts due for fees and commissions associated with the Company’s retail brokerage business as well as asset based fee revenues associated with the Company’s Investment advisory business. Other receivables at March 31, 2018 and September 30, 2017 consist of the following: March 31, September 30, 2018 2017 Trailing fees $ 1,138,000 $ 1,156,000 Accounts receivable for tax and accounting services 1,015,000 698,000 Allowance for doubtful accounts - tax and accounting services (210,000 ) (390,000 ) Advances to registered representatives 808,000 881,000 Allowance for doubtful accounts - advances to registered representatives (288,000 ) (154,000 ) Investment banking receivable 1,373,000 1,086,000 Advisory fees 478,000 510,000 Notes receivable 631,000 676,000 Other 1,088,000 717,000 Total $ 6,033,000 $ 5,180,000 |
FORGIVABLE LOANS RECEIVABLE
FORGIVABLE LOANS RECEIVABLE | 6 Months Ended |
Mar. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
FORGIVABLE LOANS RECEIVABLE | FORGIVABLE LOANS RECEIVABLE From time to time, the Company's operating subsidiaries may make loans, evidenced by promissory notes, primarily to newly recruited independent financial advisors as an incentive for their affiliation. The notes receivable balance is comprised of unsecured non-interest-bearing and interest-bearing loans (weighted average interest rate of 4% ). These notes have various schedules for repayment or forgiveness based on production or retention requirements being met and mature at various dates through 2023. Forgiveness of loans amounted to $310,000 and $362,000 for the six months ended March 31, 2018 and 2017 , respectively, and the related compensation was included in commissions, compensation and fees in the condensed consolidated statements of operations. In the event the advisor’s affiliation with the subsidiary terminates, the advisor is required to repay the unamortized balance of any notes payable. The Company provides an allowance for doubtful accounts on the notes based on historical collection experience and continually evaluates the receivables for collectability and possible write-offs where a loss is deemed probable. As of March 31, 2018 and September 30, 2017 , no allowance for doubtful accounts was required. Forgivable loan activity for the six months ended March 31, 2018 is as follows: Balance, September 30, 2017 $ 1,616,000 Additions 292,000 Amortization (310,000 ) Balance, March 31, 2018 $ 1,598,000 There were no unamortized loans outstanding at March 31, 2018 and September 30, 2017 attributable to registered representatives who ended their affiliation with the Broker-Dealer Subsidiaries prior to the fulfillment of their obligation. |
FAIR VALUE OF ASSETS AND LIABIL
FAIR VALUE OF ASSETS AND LIABILITIES | 6 Months Ended |
Mar. 31, 2018 | |
Schedule of Investments [Abstract] | |
FAIR VALUE OF ASSETS AND LIABILITIES | FAIR VALUE OF ASSETS AND LIABILITIES Authoritative accounting guidance defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market or income approach are used to measure fair value. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3 - Unobservable inputs which reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. The following tables present the carrying values and estimated fair values at March 31, 2018 and September 30, 2017 of financial assets and liabilities, excluding financial instruments that are carried at fair value on a recurring basis, and information is provided on their classification within the fair value hierarchy. Such instruments are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk. March 31, 2018 Assets Carrying Value Level 1 Level 2 Total Estimated Fair Value Cash $ 27,211,000 $ 27,211,000 $ — $ 27,211,000 Cash deposits with clearing organizations 836,000 836,000 — 836,000 Receivables from broker-dealers and clearing organizations 2,709,000 — 2,709,000 2,709,000 Forgivable loans receivable 1,598,000 — 1,598,000 1,598,000 Other Receivables, net 6,033,000 — 6,033,000 6,033,000 $ 38,387,000 $ 28,047,000 $ 10,340,000 $ 38,387,000 Liabilities Accrued commissions and payroll payable $ 10,652,000 $ — $ 10,652,000 $ 10,652,000 Accounts payable and accrued expenses (1) 7,564,000 — 7,564,000 7,564,000 $ 18,216,000 $ — $ 18,216,000 $ 18,216,000 (1) Excludes contingent consideration liabilities of $889,000 . September 30, 2017 Assets Carrying Value Level 1 Level 2 Total Estimated Fair Value Cash $ 23,508,000 $ 23,508,000 $ — $ 23,508,000 Cash deposits with clearing organizations 1,041,000 1,041,000 — 1,041,000 Receivables from broker-dealers and clearing organizations 2,850,000 — 2,850,000 2,850,000 Forgivable loans receivable 1,616,000 — 1,616,000 1,616,000 Other Receivables, net 5,180,000 — 5,180,000 5,180,000 $ 34,195,000 $ 24,549,000 $ 9,646,000 $ 34,195,000 Liabilities Accrued commissions and payroll payable $ 10,065,000 $ — $ 10,065,000 $ 10,065,000 Accounts payable and accrued expenses (1) 8,404,000 — 8,404,000 8,404,000 $ 18,469,000 $ — $ 18,469,000 $ 18,469,000 (1) Excludes contingent consideration liabilities of $311,000 . The following tables present the financial assets and liabilities measured at fair value on a recurring basis at March 31, 2018 and September 30, 2017 : March 31, 2018 Assets Carrying Value Level 1 Level 2 Level 3 Total Estimated Fair Value Securities owned: Corporate stocks $ 32,000 $ 32,000 $ — $ — $ 32,000 Municipal bonds 1,183,000 1,183,000 — — 1,183,000 Restricted stock 1,046,000 — 1,046,000 — 1,046,000 Warrants 5,215,000 — 5,215,000 — 5,215,000 $ 7,476,000 $ 1,215,000 $ 6,261,000 $ — $ 7,476,000 Liabilities Contingent consideration $ 889,000 $ — $ — $ 889,000 $ 889,000 Warrants issued — — — — — Securities sold, but not yet purchased: Corporate stocks 2,000 2,000 — — 2,000 Corporate debt 6,000 6,000 — — 6,000 $ 897,000 $ 8,000 $ — $ 889,000 $ 897,000 September 30, 2017 Assets Carrying Value Level 1 Level 2 Level 3 Total Estimated Fair Value Securities owned: Corporate stocks $ 116,000 $ 116,000 $ — $ — $ 116,000 Municipal bonds 1,239,000 1,239,000 — — 1,239,000 Restricted stock 82,000 — 82,000 — 82,000 Warrants 5,665,000 — 5,665,000 — 5,665,000 $ 7,102,000 $ 1,355,000 $ 5,747,000 $ — $ 7,102,000 Liabilities Contingent consideration $ 311,000 $ — $ — $ 311,000 $ 311,000 Warrants issued 5,597,000 — 5,597,000 — 5,597,000 Securities sold, but not yet purchased: Municipal bonds 151,000 151,000 — — 151,000 $ 6,059,000 $ 151,000 $ 5,597,000 $ 311,000 $ 6,059,000 Certain positions in common stock and warrants were received as compensation for investment banking services. Restricted common stock and warrants may be freely traded only upon the effectiveness of a registration statement covering them or upon the satisfaction of the requirements of Rule 144, including the requisite holding period. The unrealized (loss)/gain for the change in fair value of such positions for the six months ended March 31, 2018 and 2017 amounted to approximately $ (556,000) and $69,000 , respectively, which is included in net dealer inventory gains. Warrants are carried at fair value as determined by using the Black-Scholes option pricing model. This model takes into account the underlying securities current market values, the underlying securities market volatility, the terms of the warrants, exercise prices, and risk-free return rate. The market value of the underlying securities’ market value is discounted based on the value of a protective put, which reduces the current market price used as an input into the Black-Scholes option pricing model. Debt securities are valued based on recently executed transactions. |
FIXED ASSETS
FIXED ASSETS | 6 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | FIXED ASSETS Fixed assets as of March 31, 2018 and September 30, 2017 consist of the following: March 31, September 30, Estimated Useful Lives Equipment and software $ 1,780,000 $ 1,742,000 5 Furniture and fixtures 389,000 382,000 5 Leasehold improvements 1,405,000 1,400,000 Lesser of useful Capital leases (primarily composed of computer equipment) 739,000 739,000 5 4,313,000 4,263,000 Less accumulated depreciation and amortization (2,194,000 ) (1,866,000 ) Fixed assets – net $ 2,119,000 $ 2,397,000 Depreciation expense associated with fixed assets for the three months ended March 31, 2018 and 2017 was $159,000 and $89,000 , respectively. Depreciation expense associated with fixed assets for the six months ended March 31, 2018 and 2017 was $328,000 and $187,000 , respectively. |
BUSINESS COMBINATIONS AND CONTI
BUSINESS COMBINATIONS AND CONTINGENT CONSIDERATION | 6 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION AND CONTINGENT CONSIDERATION | BUSINESS COMBINATIONS AND CONTINGENT CONSIDERATION Business Combination In October, November 2017 and March 2018, Gilman acquired certain assets of five tax preparation and accounting businesses that were deemed to be business acquisitions. The consideration for the transactions consisted of cash payments at closing totaling $187,000 and contingent consideration payables in cash having a fair value of $580,000 , for which liabilities (included in Accounts payable and accrued expenses) were recognized based on the estimated acquisition date fair value of the potential earn-outs. The earn-outs are based on revenue, as defined in the acquisition agreements, during various periods following the closings. The liabilities were valued using an income-based approach using unobservable inputs (Level 3) and reflect the Company’s own assumptions. The liabilities will be revalued at each balance sheet date with changes therein recorded in earnings. The fair values of the acquired assets totaling $767,000 were allocated to customer relationships, which are being amortized over seven years. Results of operations of the acquired businesses are included in the accompanying condensed consolidated statements of operations from the respective dates of acquisition and were not material. In addition, based on materiality, pro forma results are not presented. Contingent Consideration Set below are changes in the carrying value of contingent consideration for the six months ended March 31, 2018 related to acquisitions: Fair value of contingent consideration at September 30, 2017 $ 311,000 Fair value of contingent consideration in connection with above acquisitions 580,000 Payments (12,000 ) Change in fair value 10,000 Fair value of contingent consideration at March 31, 2018 $ 889,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Intangibles consisted of the following at March 31, 2018 and September 30, 2017 : March 31, 2018 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 7,585,000 $ 3,111,000 $ 4,474,000 3-10 Software license 45,000 4,000 41,000 3 Gilman brand name 710,000 — 710,000 Indefinite $ 8,340,000 $ 3,115,000 $ 5,225,000 September 30, 2017 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 6,818,000 $ 2,685,000 $ 4,133,000 3-10 Gilman brand name 710,000 — 710,000 Indefinite $ 7,528,000 $ 2,685,000 $ 4,843,000 Amortization expense associated with intangible assets for the three months ended March 31, 2018 and 2017 was $220,000 and $197,000 , respectively. Amortization expense associated with intangible assets for the six months ended March 31, 2018 and 2017 was $430,000 and $395,000 , respectively. The estimated future amortization expense of the finite lived intangible assets for the next five fiscal years and thereafter is as follows: Year ending Six months ending September 30, 2018 $ 440,000 2019 880,000 2020 810,000 2021 798,000 2022 741,000 Thereafter 846,000 Total $ 4,515,000 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER LIABILITIES | 6 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER LIABILITIES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER LIABILITIES Accounts payable and accrued expenses as of March 31, 2018 and September 30, 2017 consist of the following: March 31, September 30, Legal $ 615,000 $ 877,000 Audit 299,000 176,000 Telecommunications 194,000 205,000 Data services 526,000 464,000 Regulatory 638,000 540,000 Settlements 1,703,000 2,403,000 Contingent consideration payable 889,000 311,000 Deferred rent 686,000 497,000 Other 2,903,000 3,242,000 Total $ 8,453,000 $ 8,715,000 Other primarily consists of $580,000 for investment banking deal expense accruals, $ 697,000 for soft dollar accruals and $165,000 for sales tax accrual at March 31, 2018 . Other primarily consists of $ 187,000 for investment banking deal expense accruals, $ 552,000 for soft dollar accruals, $ 482,000 for recruiting fee payable and $141,000 for sales tax accrual at September 30, 2017 . |
PER SHARE DATA
PER SHARE DATA | 6 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
PER SHARE DATA | PER SHARE DATA Basic net (loss) income per share of common stock attributable to the Company is computed on the basis of the weighted average number of shares of common stock outstanding. Diluted net (loss) income per share is computed on the basis of such weighted average number of shares of common stock outstanding plus the dilutive effect of incremental shares of common stock potentially issuable under outstanding options, warrants and unvested restricted stock units utilizing the treasury stock method. A reconciliation of basic and diluted common shares used in the computation of per share data follows: Three Month Period Ended March 31, Six Month Period Ended March 31, 2018 2017 2018 2017 Basic weighted-average shares 12,457,043 12,437,916 12,447,321 12,437,916 Effect of dilutive securities: Options — — — 279 Unvested restricted stock units — 23,966 — 11,983 Diluted weighted-average shares 12,457,043 12,461,882 12,447,321 12,450,178 The following potential common share equivalents are not included in the above diluted computation because to do so would be anti-dilutive: Three Month Period Ended March 31, Six Month Period Ended March 31, 2018 2017 2018 2017 Options 612,000 1,214,000 618,000 1,208,000 Warrants 12,437,916 12,459,474 12,437,916 6,240,516 Restricted stock units 291,082 — 184,410 — Total 13,340,998 13,673,474 13,240,326 7,448,516 |
OFF BALANCE SHEET RISK AND CONC
OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK | 6 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK | OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK The Company is engaged in trading and providing a broad range of securities brokerage and investment services to a diverse group of retail and institutional clientele, as well as corporate finance and investment banking services to corporations and businesses. Counterparties to the Company’s business activities include broker-dealers and clearing organizations, banks and other financial institutions. The Company uses clearing brokers to process transactions and maintain customer accounts for the Company on a fee basis. The Company permits the clearing firms to extend credit to its clientele secured by cash and securities in the client’s account. The Company’s exposure to credit risk associated with the non-performance by its customers and counterparties in fulfilling their contractual obligations can be directly impacted by volatile or illiquid trading markets, which may impair the ability of customers and counterparties to satisfy their obligations to the Company. The Company has agreed to indemnify the clearing brokers for losses they incur while extending credit to the Company’s clients. It is the Company’s policy to review, as necessary, the credit standing of its customers and counterparties. Amounts due from customers that are considered uncollectible by the clearing broker are charged back to the Company by the clearing broker when such amounts become determinable. Upon notification of a charge back, such amounts, in total or in part, are then either (i) collected from the customers, (ii) charged to the broker initiating the transaction and/or (iii) charged to operations, based on the particular facts and circumstances. The Company maintains cash in bank deposits, which, at times, may exceed federally insured limits. The Company has not experienced and does not expect to experience losses on such accounts. A short sale involves the sale of a security that is not owned in the expectation of purchasing the same security (or a security exchangeable) at a later date at a lower price. A short sale involves the risk of a theoretically unlimited increase in the market price of the security that would result in a theoretically unlimited loss. |
NEW ACCOUNTING GUIDANCE
NEW ACCOUNTING GUIDANCE | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING GUIDANCE | NEW ACCOUNTING GUIDANCE In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue From Contracts With Customers (Topic 606) which creates a single, principle-based model for revenue recognition and expands and improves disclosures about revenue. The new guidance is effective for the Company beginning October 1, 2018, and must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. The Company is currently evaluating the potential impact of this standard on its financial statements which, (1) for investment banking advisory arrangements may change the timing of revenue recognition depending on the number and nature of the performance obligations identified, (2) for underwriting expenses and costs of advisory services and related reimbursement revenue may need to be recognized on a gross basis, and (3) for costs to obtain and fulfill a contract may need to be capitalized, amortized and reviewed regularly for impairment. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 was effective for the Company beginning October 1, 2017 for both interim and annual reporting periods. The adoption did not have a significant impact on the Company’s financial statements. The Company had historically estimated the number of forfeitures as part of its share-based accounting and will continue to do so under the new guidance. No aspect of the guidance that requires retrospective adoption impacted the Company. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments”. ASU 2016-15 reduces the diversity of how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The standard is effective for the Company beginning October 1, 2018 for both interim and annual periods. Early adoption is permitted. The ASU should be applied retrospectively to all periods presented. The Company does not anticipate that the adoption of ASU 2016-15 will have a material impact on its financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash”. ASU 2016-18 reduces the diversity in the presentation of restricted cash and restricted cash equivalents in the statement. The statement requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. The standard is effective for the Company beginning October 1, 2018 for both interim and annual periods. Early adoption is permitted. The ASU should be applied retrospectively to all periods presented. The Company expects that it will present restricted cash as a component of total cash and cash equivalents on the statement of cash flow upon adoption. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The standard is effective for the Company beginning October 1, 2018 for both interim and annual periods. The Company is currently assessing the impact that the adoption of ASU 2017-01 will have on its financial statements. In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting”. This ASU clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The standard is effective for the Company beginning October 1, 2018 for both interim and annual periods. Early adoption is permitted. The Company is currently assessing the impact that the adoption of ASU 2017-09 will have on its financial statements. In March 2018, the FASB issued ASU 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. ASU 2018-05 formally amended ASC Topic 740, Income Taxes (“ASC 740”) for the guidance previously provided by SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance for the application of ASC 740 in the reporting period in which the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Company adopted SAB 118 in the first quarter of the fiscal year ending September 30, 2018. Additional information regarding the accounting for income taxes for the Tax Reform Act is contained in Note 17, Income Taxes. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases The Company leases office space in various states expiring at various dates through October 2026, and as of March 31, 2018 , is committed under operating leases for future minimum lease payments as follows: Fiscal Year Ending Lease Payments Less, Sublease Income Net Six months ending September 30, 2018 $ 1,739,000 $ 180,000 $ 1,559,000 2019 2,785,000 30,000 2,755,000 2020 2,658,000 — 2,658,000 2021 2,293,000 — 2,293,000 2022 1,449,000 — 1,449,000 Thereafter 4,532,000 — 4,532,000 $ 15,456,000 $ 210,000 $ 15,246,000 The total amount of rent payable under the leases is recognized on a straight line basis over the term of the leases. Rental expense under all operating leases, excluding sublease income, for the three months ended March 31, 2018 and 2017 was $1,051,000 and $930,000 , respectively. Rental expense under all operating leases, excluding sublease income, for the six months ended March 31, 2018 and 2017 was $2,091,000 and $1,925,000 , respectively. Sublease income under all operating subleases for the three months ended March 31, 2018 and 2017 was approximately $(43,000) and $37,000 , respectively. Sublease income under all operating subleases for the six months ended March 31, 2018 and 2017 was approximately $90,000 and $75,000 , respectively. During the three and six months ended March 31, 2018 , sublease income includes a charge of approximately $180,000 for sublease receivable deemed uncollectible. As of March 31, 2018 , the Company and its subsidiaries had three outstanding letters of credit, which have been issued in the maximum amount of $1,382,000 as security for property leases, and which are collateralized by the restricted cash as reflected in the condensed consolidated statements of financial condition. Litigation and Regulatory Matters The Company and its subsidiaries are defendants or respondents in various pending and threatened arbitrations, administrative proceedings and lawsuits seeking compensatory damages. Several cases have no stated alleged damages. Claim amounts are infrequently indicative of the actual amounts the Company will be liable for, if any. Further, the Company has a history of collecting amounts awarded in these types of matters from its registered representatives that are still affiliated, as well as from those that are no longer affiliated. Many of these claimants also seek, in addition to compensatory damages, punitive or treble damages, and all seek interest, costs and fees. These matters arise in the normal course of business. The Company intends to vigorously defend itself in these actions, and the ultimate outcome of these matters cannot be determined at this time. Liabilities for potential losses from complaints, legal actions, government investigations and proceedings are established where the Company believes that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In making these decisions, management bases its judgments on its knowledge of the situations, consultations with legal counsel and its historical experience in resolving similar matters. In many lawsuits, arbitrations and regulatory proceedings, it is not possible to determine whether a liability has been incurred or to estimate the amount of that liability until the matter is close to resolution. However, accruals are reviewed regularly and are adjusted to reflect the Company’s estimates of the impact of developments, rulings, advice of counsel and any other information pertinent to a particular matter. Because of the inherent difficulty in predicting the ultimate outcome of legal and regulatory actions, management cannot predict with certainty the eventual loss or range of loss related to such matters. At March 31, 2018 and September 30, 2017 , the Company accrued approximately $1,703,000 and $2,403,000 , respectively. These amounts are included in accounts payable and accrued expenses in the condensed consolidated statements of financial condition. Amounts charged to operations for settlements and potential losses during the three months ended March 31, 2018 and 2017 were $414,000 and $989,000 , respectively, and during the six months ended March 31, 2018 and 2017 , the Company charged $ 660,000 and $995,000 , respectively, to operations, which is included in other administrative expenses. The Company has included in "Professional fees" litigation and FINRA related expenses of $(10,000) and $254,000 for the three months ended March 31, 2018 and 2017 , respectively and $341,000 and $799,000 for the six months ended March 31, 2018 and 2017 , respectively. Chargebacks for litigation and FINRA related expenses recorded during the three months ended March 31, 2018 exceeded the expense recorded. |
NET CAPITAL REQUIREMENTS
NET CAPITAL REQUIREMENTS | 6 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
NET CAPITAL REQUIREMENTS | NET CAPITAL REQUIREMENTS National Securities is subject to the SEC's Uniform Net Capital Rule (Rule 15c3-1) (the "Rule"), which, among other things, requires the maintenance of minimum net capital. At March 31, 2018 , National Securities had net capital of $11,905,586 which was $10,905,586 in excess of its required net capital of $1,000,000 . National Securities is exempt from the provisions of the SEC's Rule 15c3-3 since it is an introducing broker-dealer that clears all transactions on a fully disclosed basis and promptly transmits all customer funds and securities to clearing brokers. vFinance Investments is also subject to the Rule, which, among other things, requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At March 31, 2018 , vFinance Investments had net capital of $487,321 which was $237,321 in excess of its required net capital of $250,000 . vFinance Investments' ratio of aggregate indebtedness to net capital was 0.3 to 1 . vFinance Investments is exempt from the provisions of the SEC's Rule 15c3-3 since it is an introducing broker-dealer that clears all transactions on a fully disclosed basis and promptly transmits all customer funds and securities to clearing brokers. On February 23, 2018, vFinance Investments merged into National Securities in accordance to the agreement and plan merger between the two companies. See Note 2 for additional information. Advances, dividend payments and other equity withdrawals from the Company's Broker-Dealer Subsidiaries are restricted by the regulations of the SEC, and other regulatory agencies. These regulatory restrictions may limit the amounts that a subsidiary may dividend or advance to the Company. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Stock Options Information with respect to stock option activity during the six months ended March 31, 2018 follows: Options Weighted Weighted Weighted Aggregate Outstanding at September 30, 2017 1,206,000 $ 6.54 $ 1.21 2.29 $ — Expired (594,000 ) $ 6.85 $ 0.83 Outstanding at March 31, 2018 612,000 $ 6.23 $ 1.59 3.77 $ — Vested and exercisable at March 31, 2018 612,000 $ 6.23 $ 1.59 3.77 $ — As of September 30, 2016 , all compensation expense associated with the grants of stock options had been recognized. Warrants The following table summarizes information about warrant activity during the six months ended March 31, 2018 : Warrants Weighted Weighted Average Remaining Contractual Term Outstanding at September 30, 2017 12,439,387 $ 3.25 4.30 Forfeited or expired (1,471 ) $ 5.00 Outstanding and exercisable at March 31, 2018 12,437,916 $ 3.25 3.81 Restricted Stock Units A summary of the Company's non-vested restricted stock units for the six months ended March 31, 2018 is as follows: Shares Weighted Non-vested restricted stock units at September 30, 2017 1,250,000 $ 2.44 Granted 416,524 4.72 Vested (78,125 ) 2.71 Forfeited (25,000 ) 2.55 Non-vested restricted stock units at March 31, 2018 1,563,399 $ 3.03 In February 2018, the Company granted 363,558 restricted stock units ("RSU") to the board of directors of the Company and 52,966 restricted stock units to employees of the Company. The fair value of the RSU awards issued in February 2018 of $1,966,000 was estimated on the grant date using the Company’s stock price as of the grant date. The RSU awards vest upon the passage of time. Compensation with respect to RSU awards is expensed on a straight-line basis over the vesting period. For the three and six months ended March 31, 2018 , the Company recognized compensation expense of $418,000 and $676,000 , respectively, related to RSUs. For the three and six months ended March 31, 2017 , the Company recognized compensation expense of $183,000 related to RSUs. At March 31, 2018 , unrecognized compensation with respect to RSUs amounted to $3,678,000 , assuming all performance-based compensation will vest. |
SHARE REPURCHASE
SHARE REPURCHASE | 6 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
SHARE REPURCHASE | SHARE REPURCHASE In August 2015, the Company’s Board of Directors authorized the repurchase of up to $2 million of the Company’s common stock. Share repurchases, if any, will be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The Company's Board did not stipulate an expiration date for this repurchase and the purchase decisions are at the discretion of the Company's management. During the six months ended March 31, 2018 and 2017 , the Company did not repurchase any shares. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company files a consolidated federal income tax return and certain combined state and local income tax returns with its subsidiaries. Income taxes for the three and six month period ended March 31, 2018 and 2017 is based on the estimated annual effective tax rate. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. The effective tax rate for the three and six month period ended March 31, 2018 and 2017 differs from the federal statutory income tax rate principally due to non-deductible expenses, state and local income taxes and non-taxable changes in the fair value of warrant liability. During the six month period ended March 31, 2018 , the Company estimated its annual effective rate to reflect a change in the federal statutory rate from 34% to 21% , resulting from legislation enacted on December 22, 2017 . The rate change is administered effective at the beginning of the Company's fiscal year, using a blended rate for the annual period of 24.28% . Additionally, the Company recognized a tax expense of approximately $2,200,000 during the six month period ended March 31, 2018 to adjust the Company's net deferred tax balance to reflect the new corporate tax rate. The accounting for the effects of the rate change on deferred tax balances is complete and no provisional amounts were recorded for this item. At March 31, 2018 , the Company's net deferred tax asset is principally comprised of net operating loss carryforwards. Management believes that is more likely than not that its deferred tax assets will be realized and, accordingly, has not provided a valuation allowance against such amount. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has two reportable segments. The brokerage and advisory services segment includes broker-dealer and investment advisory services, the sale of insurance products and licensed mortgage brokerage services provided by the Broker-Dealer Subsidiaries, NAM, National Insurance, Prime Financial and GC. The tax and accounting services segment includes tax preparation and accounting services provided by Gilman. The Corporate pre-tax income (loss) consists of certain items that have not been allocated to reportable segments. Segment information for the three and six months ended March 31, 2018 and 2017 is as follows: Brokerage and Tax and Corporate Total Three Months Ended March 31, 2018 Revenues $ 56,478,000 $ 3,868,000 $ — $ 60,346,000 Pre-tax income (loss) 3,668,000 1,940,000 (6,282,000 ) (a) (674,000 ) Assets 51,638,000 4,635,000 9,660,000 (b) 65,933,000 Depreciation and amortization 181,000 63,000 135,000 379,000 Interest 2,000 — — 2,000 Capital expenditures 5,000 — — 5,000 2017 Revenues $ 48,740,000 $ 3,144,000 $ — $ 51,884,000 Pre-tax income 3,470,000 1,099,000 1,041,000 (c) 5,610,000 Assets 46,834,000 3,538,000 12,629,000 (b) 63,001,000 Depreciation and amortization 154,000 45,000 87,000 286,000 Interest 4,000 — — 4,000 Capital expenditures 8,000 16,000 166,000 190,000 Brokerage and Tax and Corporate Total Six Months Ended March 31, 2018 Revenues $ 106,034,000 $ 4,391,000 $ — $ 110,425,000 Pre-tax income (loss) 5,242,000 948,000 (12,631,000 ) (a) (6,441,000 ) Assets 51,638,000 4,635,000 9,660,000 (b) 65,933,000 Depreciation and amortization 367,000 121,000 270,000 758,000 Interest 5,000 — — 5,000 Capital expenditures 44,000 6,000 — 50,000 2017 Revenues $ 92,453,000 $ 4,000,000 $ — $ 96,453,000 Pre-tax income 6,574,000 387,000 4,387,000 (c) 11,348,000 Assets 46,834,000 3,538,000 12,629,000 (b) 63,001,000 Depreciation and amortization 312,000 92,000 178,000 582,000 Interest 8,000 — — 8,000 Capital expenditures 27,000 63,000 264,000 354,000 (a) Consists of loss on the change in fair value of warrant liability and executive salaries and other expenses not allocated to reportable segments by management. (b) Consists principally of deferred tax assets, cash, prepaid and fixed asset balances held at Corporate. (c) Consists of gain on the change in fair value of warrant liability offset in part by executive salaries and other expenses not allocated to reportable segments by management. |
ACQUISITION OF CONTROLLING INTE
ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY AND WARRANT LIABILITY | 6 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY AND WARRANT LIABILITY | ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY AND WARRANT LIABILITY On September 12, 2016, FBIO Acquisition, Inc. (“FBIO Acquisition”), a wholly-owned subsidiary of Fortress, completed a tender offer (the “Offer”) for all outstanding shares of the Company at a price of $3.25 per share, net to the seller in cash (less any required withholding taxes and without interest) (the “Offer Price”), pursuant to the terms of an Agreement and Plan of Merger dated as of April 27, 2016 (as amended, the “Merger Agreement”) among the Company, Fortress and FBIO Acquisition. The Offer expired on September 9, 2016, and a total of 7,037,482 shares were validly tendered and not withdrawn (including shares delivered through notices of guaranteed delivery), representing approximately 56.6% of the Company's issued and outstanding shares of common stock immediately following the completion of the Offer (in each case, without giving effect to the issuance or exercise of the Dividend Warrants). On September 12, 2016, FBIO Acquisition accepted for payment all shares that were validly tendered and not withdrawn prior to the expiration time of the Offer and delivered payment for such shares. Dividend Warrants In accordance with the Merger Agreement, since less than 80% of the Company's issued and outstanding shares of common stock were tendered, the Company remains a publicly-traded company and stockholders post-tender offer received from the Company a five year warrant per held share to purchase an additional share of the Company's common stock at $3.25 as a dividend to all holders of the Company's common stock. As the Company did not have the ability to settle the warrants with unregistered shares and maintenance of an effective registration statement (which did not exist at September 30, 2016) was considered outside of the Company’s control, net cash settlement of the warrants was assumed. Accordingly, as the Company was obligated to issue the warrants at September 30, 2016, and subsequently issued the warrants in January 2017, the fair value of the 12,437,916 warrants was classified as a liability in the consolidated statement of financial condition at September 30, 2017 . This liability was subject to re-measurement at each balance sheet date until the warrants were exercised or expired, and any change in fair value was recognized as “change in fair value of warrant liability” in the consolidated statements of operations. As the warrants were registered and the Company maintained an effective registration statement at March 31, 2018 and September 30, 2017 , fair value of the warrants was based on the market price. The (loss)/gain for the change in fair value of the warrants for the three months ended March 31, 2018 and 2017 amounted to $(5,597,000) and $1,773,000 , respectively. The (loss)/gain for the change in fair value of the warrants for the six months ended March 31, 2018 and 2017 amounted to $(11,194,000) and $5,865,000 , respectively. Warrant Liability Reclassification On March 15, 2018, the Company, Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (and together with Computershare, the “Warrant Agent”) agreed to amend and restate the terms of the form of warrant agreement dated December 13, 2016 (the “Original Agreement”). The Amended and Restated Warrant Agreement (the “Amended Agreement”) explicitly provides that the Company shall not be required to pay cash if it cannot issue registered shares of common stock upon exercise of a warrant. The Company is required to reassess its classification of each contract as of each reporting date. Reclassification of a contract classified as an asset or a liability is required if the contract begins to meet all the criteria for equity classification. If reclassification is required, the Company reclassifies the instrument as of the date of the event or change in circumstance that caused the reclassification at its then-current fair value. If a contract is reclassified from an asset or a liability to equity, gains and losses during the period the contract was classified as an asset or a liability are not reversed, and the adjustment to the contract’s current fair value is recognized in earnings before reclassification. The Original Agreement required the issuance of registered shares upon exercise and since it did not expressly preclude an implied right to cash settlement, the agreement was accounted for as a derivative liability and the Company classified the derivative warrant liability on the consolidated statement of financial conditions as a liability. Since the Amended Agreement expressly precludes cash settlement, the warrants meet the criteria for equity classification. Accordingly, the Company recorded the change in fair value of the warrants in earnings through March 15, 2018 before reclassification from liability to equity. The reclassification resulted in a credit to additional paid-in-capital of $16,791,000 during the six months ended March 31, 2018 . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During the three months ended March 31, 2018 and 2017 , Investment Banking revenues include approximately $ 3,633,000 and $ 5,916,000 , respectively, of fees related to placement of securities for Fortress and subsidiaries of Fortress. During the six months ended March 31, 2018 and 2017 , Investment Banking revenues include approximately $4,931,000 and $8,581,000 , respectively, of fees related to placement of securities for Fortress and subsidiaries of Fortress. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES The Company has entered into agreements to provide investment banking and advisory services to numerous entities that are variable interest entities ("VIEs") under the accounting guidance. As the fee arrangements under such agreements are arm's-length and contain customary terms and conditions and represent compensation that is considered fair value for the services provided, the fee arrangements are not considered variable interests and accordingly, the Company does not consolidate such VIEs. Fees attributable to such arrangements for the three months ended March 31, 2018 and 2017 were $2,074,000 and $4,908,000 , respectively. Fees attributable to such arrangements for the six months ended March 31, 2018 and 2017 were $ 8,290,000 and $ 7,962,000 , respectively. |
NEW ACCOUNTING GUIDANCE (Polici
NEW ACCOUNTING GUIDANCE (Policies) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Guidance | In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue From Contracts With Customers (Topic 606) which creates a single, principle-based model for revenue recognition and expands and improves disclosures about revenue. The new guidance is effective for the Company beginning October 1, 2018, and must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. The Company is currently evaluating the potential impact of this standard on its financial statements which, (1) for investment banking advisory arrangements may change the timing of revenue recognition depending on the number and nature of the performance obligations identified, (2) for underwriting expenses and costs of advisory services and related reimbursement revenue may need to be recognized on a gross basis, and (3) for costs to obtain and fulfill a contract may need to be capitalized, amortized and reviewed regularly for impairment. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 was effective for the Company beginning October 1, 2017 for both interim and annual reporting periods. The adoption did not have a significant impact on the Company’s financial statements. The Company had historically estimated the number of forfeitures as part of its share-based accounting and will continue to do so under the new guidance. No aspect of the guidance that requires retrospective adoption impacted the Company. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments”. ASU 2016-15 reduces the diversity of how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The standard is effective for the Company beginning October 1, 2018 for both interim and annual periods. Early adoption is permitted. The ASU should be applied retrospectively to all periods presented. The Company does not anticipate that the adoption of ASU 2016-15 will have a material impact on its financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash”. ASU 2016-18 reduces the diversity in the presentation of restricted cash and restricted cash equivalents in the statement. The statement requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. The standard is effective for the Company beginning October 1, 2018 for both interim and annual periods. Early adoption is permitted. The ASU should be applied retrospectively to all periods presented. The Company expects that it will present restricted cash as a component of total cash and cash equivalents on the statement of cash flow upon adoption. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The standard is effective for the Company beginning October 1, 2018 for both interim and annual periods. The Company is currently assessing the impact that the adoption of ASU 2017-01 will have on its financial statements. In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting”. This ASU clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The standard is effective for the Company beginning October 1, 2018 for both interim and annual periods. Early adoption is permitted. The Company is currently assessing the impact that the adoption of ASU 2017-09 will have on its financial statements. In March 2018, the FASB issued ASU 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. ASU 2018-05 formally amended ASC Topic 740, Income Taxes (“ASC 740”) for the guidance previously provided by SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance for the application of ASC 740 in the reporting period in which the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Company adopted SAB 118 in the first quarter of the fiscal year ending September 30, 2018. Additional information regarding the accounting for income taxes for the Tax Reform Act is contained in Note 17, Income Taxes. |
RECEIVEABLES FROM BROKER-DEAL29
RECEIVEABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Brokers and Dealers [Abstract] | |
Schedule of Other Receivables | Other receivables at March 31, 2018 and September 30, 2017 consist of the following: March 31, September 30, 2018 2017 Trailing fees $ 1,138,000 $ 1,156,000 Accounts receivable for tax and accounting services 1,015,000 698,000 Allowance for doubtful accounts - tax and accounting services (210,000 ) (390,000 ) Advances to registered representatives 808,000 881,000 Allowance for doubtful accounts - advances to registered representatives (288,000 ) (154,000 ) Investment banking receivable 1,373,000 1,086,000 Advisory fees 478,000 510,000 Notes receivable 631,000 676,000 Other 1,088,000 717,000 Total $ 6,033,000 $ 5,180,000 |
FORGIVABLE LOANS RECEIVABLE (Ta
FORGIVABLE LOANS RECEIVABLE (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Forgivable Loan Activity | Forgivable loan activity for the six months ended March 31, 2018 is as follows: Balance, September 30, 2017 $ 1,616,000 Additions 292,000 Amortization (310,000 ) Balance, March 31, 2018 $ 1,598,000 |
FAIR VALUE OF ASSETS AND LIAB31
FAIR VALUE OF ASSETS AND LIABILITIES (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Schedule of Investments [Abstract] | |
Carrying Values, Estimated Fair Values, and Fair Value Hierarchy of Financial Assets and Liabilities Measured on a Recurring Basis | The following tables present the carrying values and estimated fair values at March 31, 2018 and September 30, 2017 of financial assets and liabilities, excluding financial instruments that are carried at fair value on a recurring basis, and information is provided on their classification within the fair value hierarchy. Such instruments are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk. March 31, 2018 Assets Carrying Value Level 1 Level 2 Total Estimated Fair Value Cash $ 27,211,000 $ 27,211,000 $ — $ 27,211,000 Cash deposits with clearing organizations 836,000 836,000 — 836,000 Receivables from broker-dealers and clearing organizations 2,709,000 — 2,709,000 2,709,000 Forgivable loans receivable 1,598,000 — 1,598,000 1,598,000 Other Receivables, net 6,033,000 — 6,033,000 6,033,000 $ 38,387,000 $ 28,047,000 $ 10,340,000 $ 38,387,000 Liabilities Accrued commissions and payroll payable $ 10,652,000 $ — $ 10,652,000 $ 10,652,000 Accounts payable and accrued expenses (1) 7,564,000 — 7,564,000 7,564,000 $ 18,216,000 $ — $ 18,216,000 $ 18,216,000 (1) Excludes contingent consideration liabilities of $889,000 . September 30, 2017 Assets Carrying Value Level 1 Level 2 Total Estimated Fair Value Cash $ 23,508,000 $ 23,508,000 $ — $ 23,508,000 Cash deposits with clearing organizations 1,041,000 1,041,000 — 1,041,000 Receivables from broker-dealers and clearing organizations 2,850,000 — 2,850,000 2,850,000 Forgivable loans receivable 1,616,000 — 1,616,000 1,616,000 Other Receivables, net 5,180,000 — 5,180,000 5,180,000 $ 34,195,000 $ 24,549,000 $ 9,646,000 $ 34,195,000 Liabilities Accrued commissions and payroll payable $ 10,065,000 $ — $ 10,065,000 $ 10,065,000 Accounts payable and accrued expenses (1) 8,404,000 — 8,404,000 8,404,000 $ 18,469,000 $ — $ 18,469,000 $ 18,469,000 (1) Excludes contingent consideration liabilities of $311,000 . The following tables present the financial assets and liabilities measured at fair value on a recurring basis at March 31, 2018 and September 30, 2017 : March 31, 2018 Assets Carrying Value Level 1 Level 2 Level 3 Total Estimated Fair Value Securities owned: Corporate stocks $ 32,000 $ 32,000 $ — $ — $ 32,000 Municipal bonds 1,183,000 1,183,000 — — 1,183,000 Restricted stock 1,046,000 — 1,046,000 — 1,046,000 Warrants 5,215,000 — 5,215,000 — 5,215,000 $ 7,476,000 $ 1,215,000 $ 6,261,000 $ — $ 7,476,000 Liabilities Contingent consideration $ 889,000 $ — $ — $ 889,000 $ 889,000 Warrants issued — — — — — Securities sold, but not yet purchased: Corporate stocks 2,000 2,000 — — 2,000 Corporate debt 6,000 6,000 — — 6,000 $ 897,000 $ 8,000 $ — $ 889,000 $ 897,000 September 30, 2017 Assets Carrying Value Level 1 Level 2 Level 3 Total Estimated Fair Value Securities owned: Corporate stocks $ 116,000 $ 116,000 $ — $ — $ 116,000 Municipal bonds 1,239,000 1,239,000 — — 1,239,000 Restricted stock 82,000 — 82,000 — 82,000 Warrants 5,665,000 — 5,665,000 — 5,665,000 $ 7,102,000 $ 1,355,000 $ 5,747,000 $ — $ 7,102,000 Liabilities Contingent consideration $ 311,000 $ — $ — $ 311,000 $ 311,000 Warrants issued 5,597,000 — 5,597,000 — 5,597,000 Securities sold, but not yet purchased: Municipal bonds 151,000 151,000 — — 151,000 $ 6,059,000 $ 151,000 $ 5,597,000 $ 311,000 $ 6,059,000 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed assets as of March 31, 2018 and September 30, 2017 consist of the following: March 31, September 30, Estimated Useful Lives Equipment and software $ 1,780,000 $ 1,742,000 5 Furniture and fixtures 389,000 382,000 5 Leasehold improvements 1,405,000 1,400,000 Lesser of useful Capital leases (primarily composed of computer equipment) 739,000 739,000 5 4,313,000 4,263,000 Less accumulated depreciation and amortization (2,194,000 ) (1,866,000 ) Fixed assets – net $ 2,119,000 $ 2,397,000 |
BUSINESS COMBINATIONS AND CON33
BUSINESS COMBINATIONS AND CONTINGENT CONSIDERATION (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Changes in the Carrying Value in Contingent Consideration | Set below are changes in the carrying value of contingent consideration for the six months ended March 31, 2018 related to acquisitions: Fair value of contingent consideration at September 30, 2017 $ 311,000 Fair value of contingent consideration in connection with above acquisitions 580,000 Payments (12,000 ) Change in fair value 10,000 Fair value of contingent consideration at March 31, 2018 $ 889,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | Intangibles consisted of the following at March 31, 2018 and September 30, 2017 : March 31, 2018 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 7,585,000 $ 3,111,000 $ 4,474,000 3-10 Software license 45,000 4,000 41,000 3 Gilman brand name 710,000 — 710,000 Indefinite $ 8,340,000 $ 3,115,000 $ 5,225,000 September 30, 2017 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 6,818,000 $ 2,685,000 $ 4,133,000 3-10 Gilman brand name 710,000 — 710,000 Indefinite $ 7,528,000 $ 2,685,000 $ 4,843,000 |
Estimated Future Amortization Expense | The estimated future amortization expense of the finite lived intangible assets for the next five fiscal years and thereafter is as follows: Year ending Six months ending September 30, 2018 $ 440,000 2019 880,000 2020 810,000 2021 798,000 2022 741,000 Thereafter 846,000 Total $ 4,515,000 |
ACCOUNTS PAYABLE AND ACCRUED 35
ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of March 31, 2018 and September 30, 2017 consist of the following: March 31, September 30, Legal $ 615,000 $ 877,000 Audit 299,000 176,000 Telecommunications 194,000 205,000 Data services 526,000 464,000 Regulatory 638,000 540,000 Settlements 1,703,000 2,403,000 Contingent consideration payable 889,000 311,000 Deferred rent 686,000 497,000 Other 2,903,000 3,242,000 Total $ 8,453,000 $ 8,715,000 |
PER SHARE DATA (Tables)
PER SHARE DATA (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Common Shares | A reconciliation of basic and diluted common shares used in the computation of per share data follows: Three Month Period Ended March 31, Six Month Period Ended March 31, 2018 2017 2018 2017 Basic weighted-average shares 12,457,043 12,437,916 12,447,321 12,437,916 Effect of dilutive securities: Options — — — 279 Unvested restricted stock units — 23,966 — 11,983 Diluted weighted-average shares 12,457,043 12,461,882 12,447,321 12,450,178 |
Potential Common Share Equivalents Excluded from Diluted Computation | The following potential common share equivalents are not included in the above diluted computation because to do so would be anti-dilutive: Three Month Period Ended March 31, Six Month Period Ended March 31, 2018 2017 2018 2017 Options 612,000 1,214,000 618,000 1,208,000 Warrants 12,437,916 12,459,474 12,437,916 6,240,516 Restricted stock units 291,082 — 184,410 — Total 13,340,998 13,673,474 13,240,326 7,448,516 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments | The Company leases office space in various states expiring at various dates through October 2026, and as of March 31, 2018 , is committed under operating leases for future minimum lease payments as follows: Fiscal Year Ending Lease Payments Less, Sublease Income Net Six months ending September 30, 2018 $ 1,739,000 $ 180,000 $ 1,559,000 2019 2,785,000 30,000 2,755,000 2020 2,658,000 — 2,658,000 2021 2,293,000 — 2,293,000 2022 1,449,000 — 1,449,000 Thereafter 4,532,000 — 4,532,000 $ 15,456,000 $ 210,000 $ 15,246,000 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Activity | Information with respect to stock option activity during the six months ended March 31, 2018 follows: Options Weighted Weighted Weighted Aggregate Outstanding at September 30, 2017 1,206,000 $ 6.54 $ 1.21 2.29 $ — Expired (594,000 ) $ 6.85 $ 0.83 Outstanding at March 31, 2018 612,000 $ 6.23 $ 1.59 3.77 $ — Vested and exercisable at March 31, 2018 612,000 $ 6.23 $ 1.59 3.77 $ — |
Warrant Activity | The following table summarizes information about warrant activity during the six months ended March 31, 2018 : Warrants Weighted Weighted Average Remaining Contractual Term Outstanding at September 30, 2017 12,439,387 $ 3.25 4.30 Forfeited or expired (1,471 ) $ 5.00 Outstanding and exercisable at March 31, 2018 12,437,916 $ 3.25 3.81 |
Nonvested Restricted Stock Activity | A summary of the Company's non-vested restricted stock units for the six months ended March 31, 2018 is as follows: Shares Weighted Non-vested restricted stock units at September 30, 2017 1,250,000 $ 2.44 Granted 416,524 4.72 Vested (78,125 ) 2.71 Forfeited (25,000 ) 2.55 Non-vested restricted stock units at March 31, 2018 1,563,399 $ 3.03 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment information for the three and six months ended March 31, 2018 and 2017 is as follows: Brokerage and Tax and Corporate Total Three Months Ended March 31, 2018 Revenues $ 56,478,000 $ 3,868,000 $ — $ 60,346,000 Pre-tax income (loss) 3,668,000 1,940,000 (6,282,000 ) (a) (674,000 ) Assets 51,638,000 4,635,000 9,660,000 (b) 65,933,000 Depreciation and amortization 181,000 63,000 135,000 379,000 Interest 2,000 — — 2,000 Capital expenditures 5,000 — — 5,000 2017 Revenues $ 48,740,000 $ 3,144,000 $ — $ 51,884,000 Pre-tax income 3,470,000 1,099,000 1,041,000 (c) 5,610,000 Assets 46,834,000 3,538,000 12,629,000 (b) 63,001,000 Depreciation and amortization 154,000 45,000 87,000 286,000 Interest 4,000 — — 4,000 Capital expenditures 8,000 16,000 166,000 190,000 Brokerage and Tax and Corporate Total Six Months Ended March 31, 2018 Revenues $ 106,034,000 $ 4,391,000 $ — $ 110,425,000 Pre-tax income (loss) 5,242,000 948,000 (12,631,000 ) (a) (6,441,000 ) Assets 51,638,000 4,635,000 9,660,000 (b) 65,933,000 Depreciation and amortization 367,000 121,000 270,000 758,000 Interest 5,000 — — 5,000 Capital expenditures 44,000 6,000 — 50,000 2017 Revenues $ 92,453,000 $ 4,000,000 $ — $ 96,453,000 Pre-tax income 6,574,000 387,000 4,387,000 (c) 11,348,000 Assets 46,834,000 3,538,000 12,629,000 (b) 63,001,000 Depreciation and amortization 312,000 92,000 178,000 582,000 Interest 8,000 — — 8,000 Capital expenditures 27,000 63,000 264,000 354,000 (a) Consists of loss on the change in fair value of warrant liability and executive salaries and other expenses not allocated to reportable segments by management. (b) Consists principally of deferred tax assets, cash, prepaid and fixed asset balances held at Corporate. (c) Consists of gain on the change in fair value of warrant liability offset in part by executive salaries and other expenses not allocated to reportable segments by management. |
RECEIVEABLES FROM BROKER-DEAL40
RECEIVEABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Brokers and Dealers [Abstract] | ||
Receivables from broker-dealers and clearing organizations | $ 2,709 | $ 2,850 |
Trailing fees | 1,138 | 1,156 |
Accounts receivable for tax and accounting services | 1,015 | 698 |
Allowance for doubtful accounts - tax and accounting services | (210) | (390) |
Advances to registered representatives | 808 | 881 |
Allowance for doubtful accounts - advances to registered representatives | (288) | (154) |
Investment banking receivable | 1,373 | 1,086 |
Advisory fees | 478 | 510 |
Notes receivable | 631 | 676 |
Other | 1,088 | 717 |
Other Receivables | $ 6,033 | $ 5,180 |
FORGIVABLE LOANS RECEIVABLE - N
FORGIVABLE LOANS RECEIVABLE - Narrative (Details) - USD ($) | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Forgiveness of loans balance | $ 310,000 | $ 362,000 | |
Loans Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | |
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest rate (as a percent) | 4.00% |
FORGIVABLE LOANS RECEIVABLE - F
FORGIVABLE LOANS RECEIVABLE - Forgivable Loan Activity (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Forgivable Loan Activity [Roll Forward] | |
Beginning balance | $ 1,616 |
Additions | 292 |
Amortization | (310) |
Ending balance | $ 1,598 |
FAIR VALUE OF ASSETS AND LIAB43
FAIR VALUE OF ASSETS AND LIABILITIES - Carrying Values and Estimated Fair Values of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Liabilities | ||
Contingent consideration liability | $ 889 | $ 311 |
Fair Value, Measurements, Nonrecurring | Carrying Value | ||
Assets | ||
Receivables from broker-dealers and clearing organizations | 2,709 | 2,850 |
Forgivable loans receivable | 1,598 | 1,616 |
Other Receivables, net | 6,033 | 5,180 |
Total assets, excluding financial instruments | 38,387 | 34,195 |
Liabilities | ||
Accrued commissions and payroll payable | 10,652 | 10,065 |
Accounts payable and accrued expenses | 7,564 | 8,404 |
Total liabilities, excluding financial instruments | 18,216 | 18,469 |
Fair Value, Measurements, Nonrecurring | Total Estimated Fair Value | ||
Assets | ||
Receivables from broker-dealers and clearing organizations | 2,709 | 2,850 |
Forgivable loans receivable | 1,598 | 1,616 |
Other Receivables, net | 6,033 | 5,180 |
Total assets, excluding financial instruments | 38,387 | 34,195 |
Liabilities | ||
Accrued commissions and payroll payable | 10,652 | 10,065 |
Accounts payable and accrued expenses | 7,564 | 8,404 |
Total liabilities, excluding financial instruments | 18,216 | 18,469 |
Fair Value, Measurements, Nonrecurring | Total Estimated Fair Value | Level 1 | ||
Assets | ||
Receivables from broker-dealers and clearing organizations | 0 | 0 |
Forgivable loans receivable | 0 | 0 |
Other Receivables, net | 0 | 0 |
Total assets, excluding financial instruments | 28,047 | 24,549 |
Liabilities | ||
Accrued commissions and payroll payable | 0 | 0 |
Accounts payable and accrued expenses | 0 | 0 |
Total liabilities, excluding financial instruments | 0 | 0 |
Fair Value, Measurements, Nonrecurring | Total Estimated Fair Value | Level 2 | ||
Assets | ||
Receivables from broker-dealers and clearing organizations | 2,709 | 2,850 |
Forgivable loans receivable | 1,598 | 1,616 |
Other Receivables, net | 6,033 | 5,180 |
Total assets, excluding financial instruments | 10,340 | 9,646 |
Liabilities | ||
Accrued commissions and payroll payable | 10,652 | 10,065 |
Accounts payable and accrued expenses | 7,564 | 8,404 |
Total liabilities, excluding financial instruments | 18,216 | 18,469 |
Cash | Fair Value, Measurements, Nonrecurring | Carrying Value | ||
Assets | ||
Cash and cash equivalents | 27,211 | 23,508 |
Cash | Fair Value, Measurements, Nonrecurring | Total Estimated Fair Value | ||
Assets | ||
Cash and cash equivalents | 27,211 | 23,508 |
Cash | Fair Value, Measurements, Nonrecurring | Total Estimated Fair Value | Level 1 | ||
Assets | ||
Cash and cash equivalents | 27,211 | 23,508 |
Cash | Fair Value, Measurements, Nonrecurring | Total Estimated Fair Value | Level 2 | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Cash deposits with clearing organizations | Fair Value, Measurements, Nonrecurring | Carrying Value | ||
Assets | ||
Cash and cash equivalents | 836 | 1,041 |
Cash deposits with clearing organizations | Fair Value, Measurements, Nonrecurring | Total Estimated Fair Value | ||
Assets | ||
Cash and cash equivalents | 836 | 1,041 |
Cash deposits with clearing organizations | Fair Value, Measurements, Nonrecurring | Total Estimated Fair Value | Level 1 | ||
Assets | ||
Cash and cash equivalents | 836 | 1,041 |
Cash deposits with clearing organizations | Fair Value, Measurements, Nonrecurring | Total Estimated Fair Value | Level 2 | ||
Assets | ||
Cash and cash equivalents | $ 0 | $ 0 |
FAIR VALUE OF ASSETS AND LIAB44
FAIR VALUE OF ASSETS AND LIABILITIES - Fair Value Hierarchy of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain (loss) for the change in fair value | $ (556) | $ 69 | |
Fair Value, Measurements, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,215 | $ 1,355 | |
Liabilities | 8 | 151 | |
Fair Value, Measurements, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 6,261 | 5,747 | |
Liabilities | 0 | 5,597 | |
Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Liabilities | 889 | 311 | |
Fair Value, Measurements, Recurring | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 7,476 | 7,102 | |
Liabilities | 897 | 6,059 | |
Fair Value, Measurements, Recurring | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 7,476 | 7,102 | |
Liabilities | 897 | 6,059 | |
Fair Value, Measurements, Recurring | Contingent consideration | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring | Contingent consideration | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring | Contingent consideration | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 889 | 311 | |
Fair Value, Measurements, Recurring | Contingent consideration | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 889 | 311 | |
Fair Value, Measurements, Recurring | Contingent consideration | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 889 | 311 | |
Fair Value, Measurements, Recurring | Warrants issued | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring | Warrants issued | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | 5,597 | |
Fair Value, Measurements, Recurring | Warrants issued | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring | Warrants issued | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | 5,597 | |
Fair Value, Measurements, Recurring | Warrants issued | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | 5,597 | |
Fair Value, Measurements, Recurring | Municipal bonds | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 151 | ||
Fair Value, Measurements, Recurring | Municipal bonds | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | ||
Fair Value, Measurements, Recurring | Municipal bonds | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | ||
Fair Value, Measurements, Recurring | Municipal bonds | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 151 | ||
Fair Value, Measurements, Recurring | Municipal bonds | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 151 | ||
Fair Value, Measurements, Recurring | Corporate stocks | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 2 | ||
Fair Value, Measurements, Recurring | Corporate stocks | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | ||
Fair Value, Measurements, Recurring | Corporate stocks | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | ||
Fair Value, Measurements, Recurring | Corporate stocks | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 2 | ||
Fair Value, Measurements, Recurring | Corporate stocks | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 2 | ||
Fair Value, Measurements, Recurring | Corporate debt | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 6 | ||
Fair Value, Measurements, Recurring | Corporate debt | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | ||
Fair Value, Measurements, Recurring | Corporate debt | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 0 | ||
Fair Value, Measurements, Recurring | Corporate debt | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 6 | ||
Fair Value, Measurements, Recurring | Corporate debt | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 6 | ||
Fair Value, Measurements, Recurring | Corporate stocks | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 32 | 116 | |
Fair Value, Measurements, Recurring | Corporate stocks | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Corporate stocks | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Corporate stocks | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 32 | 116 | |
Fair Value, Measurements, Recurring | Corporate stocks | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 32 | 116 | |
Fair Value, Measurements, Recurring | Municipal bonds | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,183 | 1,239 | |
Fair Value, Measurements, Recurring | Municipal bonds | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Municipal bonds | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Municipal bonds | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,183 | 1,239 | |
Fair Value, Measurements, Recurring | Municipal bonds | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,183 | 1,239 | |
Fair Value, Measurements, Recurring | Restricted stock | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Restricted stock | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,046 | 82 | |
Fair Value, Measurements, Recurring | Restricted stock | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Restricted stock | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,046 | 82 | |
Fair Value, Measurements, Recurring | Restricted stock | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,046 | 82 | |
Fair Value, Measurements, Recurring | Warrants | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Warrants | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 5,215 | 5,665 | |
Fair Value, Measurements, Recurring | Warrants | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Fair Value, Measurements, Recurring | Warrants | Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 5,215 | 5,665 | |
Fair Value, Measurements, Recurring | Warrants | Total Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | $ 5,215 | $ 5,665 |
FIXED ASSETS - Fixed Assets (De
FIXED ASSETS - Fixed Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 4,313 | $ 4,263 |
Less accumulated depreciation and amortization | (2,194) | (1,866) |
Fixed assets – net | 2,119 | 2,397 |
Equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 1,780 | 1,742 |
Estimated Useful Lives | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 389 | 382 |
Estimated Useful Lives | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 1,405 | 1,400 |
Capital leases (primarily composed of computer equipment) | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 739 | $ 739 |
Estimated Useful Lives | 5 years |
FIXED ASSETS - Narrative (Detai
FIXED ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 159 | $ 89 | $ 328 | $ 187 |
BUSINESS COMBINATIONS AND CON47
BUSINESS COMBINATIONS AND CONTINGENT CONSIDERATION - Narrative (Details) $ in Thousands | Mar. 31, 2018USD ($)business | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) |
Business Acquisition [Line Items] | ||||
Payments to acquire business | $ 187 | $ 19 | ||
Contingent consideration liability | $ 889 | 889 | $ 311 | |
Certain Assets of a Tax Preparation and Accounting Business | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | business | 5 | |||
Payments to acquire business | $ 187 | |||
Contingent consideration liability | 580 | $ 580 | ||
Customer relationships | Certain Assets of a Tax Preparation and Accounting Business | ||||
Business Acquisition [Line Items] | ||||
Assets acquired | $ 767 | |||
Estimated useful life | 7 years |
BUSINESS COMBINATIONS AND CON48
BUSINESS COMBINATIONS AND CONTINGENT CONSIDERATION - Changes in the Carrying Value in Contingent Consideration (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Contingent Consideration [Roll Forward] | |
Fair value of contingent consideration, beginning balance | $ 311 |
Fair value of contingent consideration in connection with above acquisitions | 580 |
Payments | (12) |
Change in fair value | 10 |
Fair value of contingent consideration, ending balance | $ 889 |
INTANGIBLE ASSETS - Intangibles
INTANGIBLE ASSETS - Intangibles (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 8,340 | $ 7,528 |
Accumulated Amortization | 3,115 | 2,685 |
Carrying Value | 5,225 | 4,843 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 7,585 | 6,818 |
Accumulated Amortization | 3,111 | 2,685 |
Carrying Value | $ 4,474 | $ 4,133 |
Customer relationships | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 3 years | 3 years |
Customer relationships | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 10 years | 10 years |
Software license | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 45 | |
Accumulated Amortization | 4 | |
Carrying Value | $ 41 | |
Estimated Useful Life (years) | 3 years | |
Gilman brand name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 710 | $ 710 |
Accumulated Amortization | 0 | 0 |
Carrying Value | $ 710 | $ 710 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 220 | $ 197 | $ 430 | $ 395 |
INTANGIBLE ASSETS - Estimated F
INTANGIBLE ASSETS - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Year ending September 30, | ||
Carrying Value | $ 5,225 | $ 4,843 |
Gilman | ||
Year ending September 30, | ||
Six months ending September 30, 2018 | 440 | |
2,019 | 880 | |
2,020 | 810 | |
2,021 | 798 | |
2,022 | 741 | |
Thereafter | 846 | |
Carrying Value | $ 4,515 |
ACCOUNTS PAYABLE AND ACCRUED 52
ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Payables and Accruals [Abstract] | ||
Legal | $ 615 | $ 877 |
Audit | 299 | 176 |
Telecommunications | 194 | 205 |
Data services | 526 | 464 |
Regulatory | 638 | 540 |
Settlements | 1,703 | 2,403 |
Contingent consideration payable | 889 | 311 |
Deferred rent | 686 | 497 |
Other | 2,903 | 3,242 |
Total | 8,453 | 8,715 |
Investment banking deal expense accruals | 580 | 187 |
Soft dollar accruals | 697 | 552 |
Recruiting fee payable | 482 | |
Sales tax accrual | $ 165 | $ 141 |
PER SHARE DATA - Reconciliation
PER SHARE DATA - Reconciliation of Basic and Diluted Common Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Basic weighted-average shares (in shares) | 12,457,043 | 12,437,916 | 12,447,321 | 12,437,916 |
Diluted weighted-average shares (in shares) | 12,457,043 | 12,461,882 | 12,447,321 | 12,450,178 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 279 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of dilutive securities (in shares) | 0 | 23,966 | 0 | 11,983 |
PER SHARE DATA - Potential Comm
PER SHARE DATA - Potential Common Share Equivalents Excluded from Diluted Computation (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 13,340,998 | 13,673,474 | 13,240,326 | 7,448,516 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 612,000 | 1,214,000 | 618,000 | 1,208,000 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 12,437,916 | 12,459,474 | 12,437,916 | 6,240,516 |
Restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 291,082 | 0 | 184,410 | 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Lease Payments | |
Six months ending September 30, 2018 | $ 1,739 |
2,019 | 2,785 |
2,020 | 2,658 |
2,021 | 2,293 |
2,022 | 1,449 |
Thereafter | 4,532 |
Total | 15,456 |
Less, Sublease Income | |
Six months ending September 30, 2018 | 180 |
2,019 | 30 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 0 |
Total | 210 |
Net | |
Six months ending September 30, 2018 | 1,559 |
2,019 | 2,755 |
2,020 | 2,658 |
2,021 | 2,293 |
2,022 | 1,449 |
Thereafter | 4,532 |
Total | $ 15,246 |
COMMITMENTS AND CONTINGENCIES56
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)Letter_of_credit | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) | |
Loss Contingencies [Line Items] | |||||
Rent expense | $ 1,051,000 | $ 930,000 | $ 2,091,000 | $ 1,925,000 | |
Sublease income | (43,000) | 37,000 | 90,000 | 75,000 | |
Sublease receivable deemed uncollectible expense | 180,000 | 180,000 | |||
Settlements and potential losses | 414,000 | 989,000 | 660,000 | 995,000 | |
Pending Litigation | Professional Fees | |||||
Loss Contingencies [Line Items] | |||||
Legal fees | (10,000) | $ 254,000 | 341,000 | $ 799,000 | |
Pending Litigation | Accounts Payable and Other Liabilities | |||||
Loss Contingencies [Line Items] | |||||
Estimate of possible loss | 1,703,000 | $ 1,703,000 | $ 2,403,000 | ||
Letter of Credit | |||||
Loss Contingencies [Line Items] | |||||
Number of letters of credit, outstanding | Letter_of_credit | 3 | ||||
Maximum borrowing capacity | $ 1,382,000 | $ 1,382,000 |
NET CAPITAL REQUIREMENTS (Detai
NET CAPITAL REQUIREMENTS (Details) | Mar. 31, 2018USD ($) |
National Securities | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Net capital | $ 11,905,586 |
Alternative excess net capital | 10,905,586 |
National Securities | SEC Requirement | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Minimum net capital required | 1,000,000 |
vFinance Investments | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Net capital | 487,321 |
Alternative excess net capital | $ 237,321 |
Ratio of indebtedness to net capital | 0.3 |
vFinance Investments | Maximum | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Ratio of indebtedness to net capital | 15 |
vFinance Investments | SEC Requirement | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Minimum net capital required | $ 250,000 |
STOCKHOLDERS' EQUITY - Stock Op
STOCKHOLDERS' EQUITY - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2017 | |
Options | ||
Beginning balance (in shares) | 1,206,000 | |
Expired (in shares) | (594,000) | |
Ending balance (in shares) | 612,000 | 1,206,000 |
Vested and exercisable balance (in shares) | 612,000 | |
Weighted Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ 6.54 | |
Expired (in dollars per share) | 6.85 | |
Ending balance (in dollars per share) | 6.23 | $ 6.54 |
Vested and exercisable balance (in dollars per share) | 6.23 | |
Weighted Average Grant- Date Fair Value Per Share | ||
Outstanding balance (in dollars per share) | 1.59 | $ 1.21 |
Expired (in dollars per share) | 0.83 | |
Vested and exercisable balance (in dollars per share) | $ 1.59 | |
Weighted Average Remaining Contractual term (years) | ||
Balance outstanding | 3 years 9 months 7 days | 2 years 3 months 15 days |
Expired | ||
Vested and exercisable balance | 3 years 9 months 7 days | |
Aggregate Intrinsic Value | ||
Balance outstanding | $ 0 | $ 0 |
Expired | ||
Vested and exercisable balance | $ 0 |
STOCKHOLDERS' EQUITY - Warrant
STOCKHOLDERS' EQUITY - Warrant Activity (Details) - Warrants - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2017 | |
Warrants | ||
Beginning balance (in shares) | 12,439,387 | |
Forfeited or expired (in shares) | (1,471) | |
Ending balance (in shares) | 12,437,916 | 12,439,387 |
Weighted Average Exercise Price Per Share | ||
Balance (in dollars per share) | $ 3.25 | $ 3.25 |
Forfeited or expired (in dollars per share) | $ 5 | |
Weighted Average Remaining Contractual Term | ||
Balance outstanding | 3 years 9 months 22 days | 4 years 3 months 18 days |
STOCKHOLDERS' EQUITY - Nonveste
STOCKHOLDERS' EQUITY - Nonvested Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) | 6 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Shares | |
Nonvested beginning balance (in shares) | shares | 1,250,000 |
Granted (in shares) | shares | 416,524 |
Vested (in shares) | shares | (78,125) |
Forfeited (in shares) | shares | (25,000) |
Nonvested ending balance (in shares) | shares | 1,563,399 |
Weighted Average Grant- Date Fair Value Per Share | |
Nonvested beginning balance (in dollars per share) | $ / shares | $ 2.44 |
Granted (in dollars per share) | $ / shares | 4.72 |
Vested (in dollars per share) | $ / shares | 2.71 |
Forfeited (in dollars per share) | $ / shares | 2.55 |
Nonvested ending balance (in dollars per share) | $ / shares | $ 3.03 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - Restricted Stock Units (RSUs) - USD ($) | Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 416,524 | ||||
Compensation expense | $ 418,000 | $ 183,000 | $ 676,000 | $ 183,000 | |
Unrecognized share based compensation | $ 3,678,000 | $ 3,678,000 | |||
Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 363,558 | ||||
Management | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 52,966 | ||||
Fair value of RSU awards issued | $ 1,966,000 |
SHARE REPURCHASE (Details)
SHARE REPURCHASE (Details) - USD ($) | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Aug. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |||
Authorized amount of repurchase plan, maximum | $ 2,000,000 | ||
Value of shares repurchased | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Annualized blended rate | 24.28% |
Tax Cuts And Jobs Act Of 2017, tax expenses realized from adjustment of deferred taxes | $ 2.2 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 6 Months Ended |
Mar. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT INFORMATION - Segment I
SEGMENT INFORMATION - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 60,346 | $ 51,884 | $ 110,425 | $ 96,453 | |
Pre-tax income (loss) | (674) | 5,610 | (6,441) | 11,348 | |
Assets | 65,933 | 63,001 | 65,933 | 63,001 | $ 64,398 |
Depreciation and amortization | 379 | 286 | 758 | 582 | |
Interest | 2 | 4 | 5 | 8 | |
Capital expenditures | 5 | 190 | 50 | 354 | |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Pre-tax income (loss) | (6,282) | 1,041 | (12,631) | 4,387 | |
Assets | 9,660 | 12,629 | 9,660 | 12,629 | |
Depreciation and amortization | 135 | 87 | 270 | 178 | |
Interest | 0 | 0 | 0 | 0 | |
Capital expenditures | 0 | 166 | 0 | 264 | |
Brokerage and Advisory Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 56,478 | 48,740 | 106,034 | 92,453 | |
Pre-tax income (loss) | 3,668 | 3,470 | 5,242 | 6,574 | |
Assets | 51,638 | 46,834 | 51,638 | 46,834 | |
Depreciation and amortization | 181 | 154 | 367 | 312 | |
Interest | 2 | 4 | 5 | 8 | |
Capital expenditures | 5 | 8 | 44 | 27 | |
Tax and Accounting Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 3,868 | 3,144 | 4,391 | 4,000 | |
Pre-tax income (loss) | 1,940 | 1,099 | 948 | 387 | |
Assets | 4,635 | 3,538 | 4,635 | 3,538 | |
Depreciation and amortization | 63 | 45 | 121 | 92 | |
Interest | 0 | 0 | 0 | 0 | |
Capital expenditures | $ 0 | $ 16 | $ 6 | $ 63 |
ACQUISITION OF CONTROLLING IN66
ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY AND WARRANT LIABILITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 12, 2016 | Jan. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Gain (loss) from change in fair value of warrants | $ 5,597 | $ (1,773) | $ 11,194 | $ (5,865) | ||
Reclassification of warrant liability from debt to equity | $ 16,791 | $ 0 | ||||
FBIO Acquisitions Inc. | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Warrant, term of contract | 5 years | |||||
Exercise price of warrants (in dollars per share) | $ 3.25 | |||||
National Holdings Corp | FBIO Acquisitions Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of stock owned by acquiree required to become a privately held company, minimum (as a percent) | 80.00% | |||||
National Holdings Corp | FBIO Acquisitions Inc. | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Share price for acquisition (in dollars per share) | $ 3.25 | |||||
Number of shares tendered (in shares) | 7,037,482 | |||||
Percentage of voting interests acquired (as a percent) | 56.60% | |||||
Warrants | FBIO Acquisitions Inc. | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Warrants issued (in shares) | 12,437,916 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transactions [Abstract] | ||||
Revenue from placement agent fees | $ 3,633 | $ 5,916 | $ 4,931 | $ 8,581 |
VARIABLE INTEREST ENTITIES - Na
VARIABLE INTEREST ENTITIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Variable Interest Entities | ||||
Variable Interest Entity [Line Items] | ||||
Investment banking and advisory fee revenue | $ 2,074 | $ 4,908 | $ 8,290 | $ 7,962 |