Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Nov. 30, 2018 | Mar. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | NATIONAL HOLDINGS CORP | ||
Entity Central Index Key | 1,023,844 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 12,541,890 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14,923,993 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
ASSETS | ||
Cash | $ 27,920 | $ 23,508 |
Restricted cash | 1,353 | 1,381 |
Cash deposits with clearing organizations | 336 | 1,041 |
Securities owned, at fair value | 7,786 | 7,102 |
Receivables from broker dealers and clearing organizations | 3,967 | 2,850 |
Forgivable loans receivable | 1,567 | 1,616 |
Other receivables, net | 4,265 | 5,180 |
Prepaid expenses | 4,065 | 2,490 |
Fixed assets, net | 2,671 | 2,397 |
Intangible assets, net | 4,730 | 4,843 |
Goodwill | 5,153 | 5,217 |
Deferred tax asset, net | 4,192 | 6,420 |
Other assets, principally refundable deposits | 444 | 353 |
Total Assets | 68,449 | 64,398 |
Liabilities | ||
Securities sold, not yet purchased at fair value | 0 | 151 |
Accrued commissions and payroll payable | 12,862 | 10,065 |
Accounts payable and other accrued expenses | 8,019 | 8,715 |
Deferred clearing and marketing credits | 576 | 786 |
Warrants issued | 0 | 5,597 |
Other | 57 | 181 |
Total Liabilities | 21,514 | 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 September 30, 2018 and 2017; 12,541,890 shares issued and outstanding at September 30, 2018 and 12,437,916 shares issued and outstanding at September 30, 2017 | 250 | 248 |
Additional paid-in-capital | 86,510 | 66,955 |
Accumulated deficit | (39,825) | (28,315) |
Total National Holdings Corporation Stockholders’ Equity | 46,935 | 38,888 |
Non-controlling interest | 0 | 15 |
Total Stockholders’ Equity | 46,935 | 38,903 |
Total Liabilities and Stockholders’ Equity | $ 68,449 | $ 64,398 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Sep. 30, 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) | 12,541,890 | 12,437,916 |
Common stock, shares outstanding (in shares) | 12,541,890 | 12,437,916 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | |||
Commissions | $ 109,984,000 | $ 96,807,000 | $ 95,942,000 |
Net dealer inventory gains | 3,329,000 | 15,108,000 | 9,929,000 |
Investment banking | 57,201,000 | 44,385,000 | 34,937,000 |
Investment advisory | 21,483,000 | 14,738,000 | 14,080,000 |
Interest and dividends | 3,233,000 | 2,764,000 | 3,109,000 |
Transfer fees and clearing services | 7,200,000 | 7,393,000 | 7,152,000 |
Tax preparation and accounting | 7,772,000 | 7,439,000 | 8,294,000 |
Other | 913,000 | 1,236,000 | 633,000 |
Total Revenues | 211,115,000 | 189,870,000 | 174,076,000 |
Operating Expenses | |||
Commissions, compensation and fees | 182,127,000 | 155,187,000 | 151,057,000 |
Clearing fees | 2,400,000 | 2,343,000 | 2,309,000 |
Communications | 3,260,000 | 2,767,000 | 3,157,000 |
Occupancy | 3,755,000 | 4,286,000 | 3,819,000 |
Licenses and registration | 2,735,000 | 1,726,000 | 1,625,000 |
Professional fees | 4,306,000 | 4,531,000 | 6,896,000 |
Interest | 97,000 | 14,000 | 51,000 |
Depreciation and amortization | 1,551,000 | 1,229,000 | 1,213,000 |
Other administrative expenses | 8,165,000 | 9,819,000 | 6,418,000 |
Total Operating Expenses | 208,396,000 | 181,902,000 | 176,545,000 |
Income (Loss) before Other Income and Income Taxes | 2,719,000 | 7,968,000 | (2,469,000) |
Other (Expense) Income | |||
Gain on disposal of Gilman branches | 57,000 | 137,000 | 0 |
Change in fair value of warrants | (11,194,000) | 8,458,000 | 0 |
Other income | 96,000 | 16,000 | 0 |
Total Other (Expense) Income | (11,041,000) | 8,611,000 | 0 |
(Loss) Income before Income Taxes | (8,322,000) | 16,579,000 | (2,469,000) |
Income tax expense | 3,188,000 | 4,051,000 | 3,090,000 |
Net (Loss) Income | $ (11,510,000) | $ 12,528,000 | $ (5,559,000) |
Net income (loss) per share - Basic (in dollars per share) | $ (0.92) | $ 1.01 | $ (0.45) |
Net income (loss) per share - Diluted (in dollars per share) | $ (0.92) | $ 1 | $ (0.45) |
Weighted average number of shares outstanding - Basic (in shares) | 12,474,753 | 12,437,916 | 12,435,923 |
Weighted average number of shares outstanding - Diluted (in shares) | 12,474,753 | 12,472,541 | 12,435,923 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non- controlling Interest |
Beginning balance (in shares) at Sep. 30, 2015 | 12,467,515 | ||||
Beginning balance at Sep. 30, 2015 | $ 45,262 | $ 249 | $ 80,282 | $ (35,284) | $ 15 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock – based compensation for stock options | 202 | 202 | |||
Issuance of shares of common stock and related stock-based compensation for restricted stock units (in shares) | 4,334 | ||||
Issuance of shares of common stock and related stock-based compensation for restricted stock units | 9 | 9 | |||
Stock repurchase (in shares) | (33,933) | ||||
Stock repurchase | (86) | $ (1) | (85) | ||
Warrants issuable as dividend to stockholders | (14,055) | (14,055) | |||
Warrant liability reclassification ( See Note 19) | 0 | ||||
Net (loss) income | (5,559) | (5,559) | |||
Ending balance (in shares) at Sep. 30, 2016 | 12,437,916 | ||||
Ending balance at Sep. 30, 2016 | 25,773 | $ 248 | 66,353 | (40,843) | 15 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock – based compensation for stock options | 602 | 602 | |||
Warrant liability reclassification ( See Note 19) | 0 | ||||
Net (loss) income | 12,528 | 12,528 | |||
Ending balance (in shares) at Sep. 30, 2017 | 12,437,916 | ||||
Ending 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 | 2,913 | 2,913 | |||
Issuance of shares of common stock for warrant exercises (in shares) | 1,489 | ||||
Issuance of shares of common stock for warrant exercises | 5 | 5 | |||
Issuance of shares of common stock with respect to vested restricted stock units, net of 48,140 shares valued at $152,000 tendered for tax withholding (in shares) | 102,485 | ||||
Issuance of shares of common stock with respect to vested restricted stock units, net of 48,140 shares valued at $152,000 tendered for tax withholding | (152) | $ 2 | (154) | ||
Warrant liability reclassification ( See Note 19) | 16,791 | 16,791 | |||
Deconsolidation of subsidiary | (15) | (15) | |||
Net (loss) income | (11,510) | (11,510) | |||
Ending balance (in shares) at Sep. 30, 2018 | 12,541,890 | ||||
Ending balance at Sep. 30, 2018 | $ 46,935 | $ 250 | $ 86,510 | $ (39,825) | $ 0 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Sep. 30, 2018USD ($)shares | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of shares (in shares) | shares | 48,140 |
Value of shares issued | $ | $ 152 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | ||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net (loss) income | $ (11,510,000) | $ 12,528,000 | $ (5,559,000) |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities | |||
Change in fair value of warrant liability | 11,194,000 | (8,458,000) | 0 |
Depreciation and amortization | 1,551,000 | 1,229,000 | 1,213,000 |
Amortization of forgivable loans | 630,000 | 693,000 | 788,000 |
Stock-based compensation | 2,913,000 | 602,000 | 211,000 |
Provision (recovery) for doubtful accounts | 5,000 | (191,000) | 162,000 |
Deferred tax expense | 2,228,000 | 2,538,000 | 2,704,000 |
Amortization of deferred clearing and marketing credit | (210,000) | (209,000) | (210,000) |
Increase in fair value of contingent consideration | 24,000 | 28,000 | 18,000 |
Impairment of intangible assets | 0 | 50,000 | 894,000 |
Impairment of goodwill | 0 | 961,000 | 0 |
Gain on disposal of Gilman branches | (57,000) | (137,000) | 0 |
Gain on deconsolidation of subsidiary | (15,000) | 0 | 0 |
Changes in assets and liabilities | |||
Restricted cash | 28,000 | (1,027,000) | (136,000) |
Cash deposits with clearing organizations | 705,000 | (11,000) | (25,000) |
Receivables from broker dealers and clearing organizations | (1,117,000) | 507,000 | (279,000) |
Forgivable loans receivable | (581,000) | (597,000) | (1,132,000) |
Other receivables, net | 976,000 | 1,117,000 | (1,883,000) |
Securities owned, at fair value | (684,000) | (4,745,000) | (1,470,000) |
Prepaid expenses | (1,575,000) | (580,000) | (183,000) |
Other assets | (91,000) | (8,000) | 167,000 |
Accounts payable, accrued expenses and other liabilities | 854,000 | (924,000) | 2,012,000 |
Securities sold, but not yet purchased at fair value | (151,000) | (147,000) | 266,000 |
Net cash provided by (used in) operating activities | 5,117,000 | 3,219,000 | (2,442,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition of businesses | (187,000) | (19,000) | 0 |
Acquisition of intangible asset | (45,000) | 0 | 0 |
Purchase of fixed assets | (419,000) | (1,432,000) | (420,000) |
Collection on notes receivable - disposal of Gilman branches | 93,000 | 46,000 | 0 |
Net cash used in investing activities | (558,000) | (1,405,000) | (420,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Repurchase of common stock for tax withholding | (152,000) | 0 | 0 |
Proceeds from warrant exercises | 5,000 | 0 | 0 |
Repurchase of shares of common stock | 0 | 0 | (86,000) |
Net cash used in financing activities | (147,000) | 0 | (86,000) |
NET INCREASE (DECREASE) IN CASH | 4,412,000 | 1,814,000 | (2,948,000) |
CASH BALANCE | |||
Beginning of the year | 23,508,000 | 21,694,000 | 24,642,000 |
End of the year | 27,920,000 | 23,508,000 | 21,694,000 |
Cash paid during the year for: | |||
Interest | 53,000 | 14,000 | 51,000 |
Income taxes, net of refunds | 2,349,000 | 2,399,000 | 104,000 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Fixed assets (acquired but not paid including capital leases of $509,000 in 2018 and $287,000 in 2016) | 519,000 | 240,000 | 512,000 |
Dividend payable in warrants | 0 | 0 | 14,055,000 |
Business acquired: | |||
Identifiable intangible asset acquired | 767,000 | 211,000 | 0 |
Contingent consideration payable | (580,000) | (192,000) | 0 |
Cash paid | 187,000 | 19,000 | 0 |
Sale of Gilman branches: | |||
Notes receivable (included in other receivables) | 159,000 | 722,000 | 0 |
Disposal of goodwill | (64,000) | (353,000) | 0 |
Disposal of intangible assets, net | (38,000) | (232,000) | 0 |
Gain on disposal of Gilman branches | (57,000) | (137,000) | 0 |
Reclassification of warrant liability from debt to equity | $ 16,791,000 | $ 0 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Cash Flows [Abstract] | |||
Capital lease obligations | $ 509 | $ 0 | $ 287 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Sep. 30, 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 and (3) engages in trading securities, including making markets in micro and small-cap, Nasdaq and other exchange listed stocks. The Company's broker-dealer subsidiary is National Securities Corporation (“NSC”). NSC conducts a national securities brokerage business through its main offices in New York City, New York, Boca Raton, Florida, and Seattle, Washington. NSC is an introducing broker and clears all transactions through clearing organizations, on a fully disclosed basis. NSC is registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (the “SIPC”). Prior to February 2018, the Company also owned vFinance Investments, Inc. (“vFinance Investments”), which was also a broker-dealer. On February 23, 2018, the Company merged vFinance Investments into NSC with NSC as the surviving company. Assets and liabilities were transferred at carrying value. Operations conducted through vFinance are now conducted through NSC. In March 2018, vFinance Investments filed for withdrawal from registration with FINRA and the SEC as a Broker-dealer and in May 2018, the withdrawals were completed. 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 12, 2016, a subsidiary of Fortress Biotech, Inc. (“Fortress”), acquired a controlling interest in the Company. See Note 19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Principals of Consolidation The consolidated financial statements include the accounts of National and its wholly owned and majority owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. 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 is not required to consolidate such VIEs. Fees attributable to such arrangements were $24,789,000 in 2018 , $16,537,000 in 2017 and $17,010,000 in 2016 . Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates. Revenue Recognition Commission revenue represents commissions generated by the Company’s registered representatives for their clients’ purchases and sales of mutual funds, variable annuities, general securities and other financial products, most of which is paid to the registered representatives as commissions for initiating the transactions. Commission revenue is generated from front-end sales commissions that occur at the point of sale, as well as trailing commissions. The Company recognizes front-end sales commission revenue and related clearing and other expenses on transactions introduced to its clearing brokers on a trade date basis. The Company also recognizes front-end sales commissions and related expenses on transactions initiated directly between the registered representatives and product sponsors upon receipt of notification from sponsors of the commission earned. Commission revenue also includes 12b-1 fees, and variable product trailing fees, collectively considered as trailing fees, which are recurring in nature. These trailing fees are earned by the Company based on a percentage of the current market value of clients’ investment holdings in trail eligible assets. Because trail commission revenues are generally paid in arrears, management estimates commission revenues earned during each period. These estimates are based on a number of factors including investment holdings and the applicable commission rate and the amount of trail commission revenue received in prior periods. Estimates are subsequently adjusted to actual based on notification from the sponsors of trail commissions earned. Net dealer inventory gains, which are recorded on a trade-date basis, include realized and unrealized net gains and losses resulting from the Company’s principal trading activities including equity-linked warrants received from investment banking activities. Investment banking revenues consist of underwriting revenues, advisory revenues and private placement fees. Underwriting revenues arise from securities offerings in which the Company acts as an underwriter and include management fees, selling concessions and underwriting fees, net of related syndicate expenses. Underwriting revenues are recorded at the time the underwriting is completed and the income is reasonably determined. Management estimates the Company’s share of the transaction-related expenses incurred by the syndicate, and recognizes revenues net of such expense. On final settlement, typically within 90 days from the trade date of the transaction, these amounts are adjusted to reflect the actual transaction-related expenses and the resulting underwriting fee. Investment advisory fees are derived from account management and investment advisory services. These fees are determined based on a percentage of the customers assets under management, may be billed monthly or quarterly and are recognized when earned. Interest is recorded on an accrual basis and dividends are recorded on the ex-dividend date. Transfer fees and fees for clearing services, which are recorded on a trade date basis, are principally charged to the broker on customer security transactions. Tax preparation and accounting fees are recognized upon completion of the services. Income Taxes The Company accounts for income taxes in accordance with US GAAP which requires the recognition of tax benefits or expenses based on the estimated future tax effects of temporary differences between the financial statement and tax basis of its assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets to an amount that is more likely than not to be realized. FASB ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, requiring us to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes accrued interest and penalties related to its uncertain tax positions as a component of income tax expense. As of September 30, 2018 and 2017, the Company had no unrecognized tax positions. Securities Securities owned and securities sold, but not yet purchased, are recorded at fair value. See Note 9 for fair value measurements. Fixed Assets, net Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets (See Note 10). Fixed assets are reviewed for impairment whenever indicators of impairment exist. In such circumstances, the Company will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, the Company will recognize an impairment loss to adjust to the fair value of the asset. Net Income per Common Share Basic net income per share is computed on the basis of the weighted average number of common shares outstanding. Diluted net income per share is computed on the basis of the weighted average number of common shares 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: Year Ended September 30, 2018 2017 2016 Basic weighted-average shares 12,474,753 12,437,916 12,435,923 Effect of dilutive securities: Options — 140 — Unvested restricted stock units — 34,485 — Diluted weighted-average shares 12,474,753 12,472,541 12,435,923 The following potential common share equivalents are not included in the above diluted computation because to do so would be anti-dilutive as the instruments are out of the money: Year Ended September 30, 2018 2017 2016 Options 615,000 1,207,000 1,221,500 Warrants 12,437,172 9,344,973 (a) 23,029 Restricted stock units 219,097 — — 13,271,269 10,551,973 1,244,529 (a) As the warrants are out of the money, in the diluted computation, no adjustment is made to net income (loss) to eliminate the change in fair value of the warrants. Stock-based Compensation The Company measures the cost of employee, officer and director services received in exchange for an award of equity instruments including stock options and restricted stock units, based on the grant-date fair value of the award and measures the cost of independent contractor awards based on the vesting date fair value of the award. The cost is recognized as compensation expense over the service period, which would normally be the vesting period of the award. Deferred Clearing and Marketing Credits The deferred clearing credit represents a clearing fee rebate from National Financial Services (“NFS”), one of the Company’s clearing brokers, which is being recognized pro rata as a reduction of clearing charges over the term of the clearing agreement which expires in 2021. The clearing rebate recognized in fiscal years 2018 , 2017 and 2016 amounted to $143,000 for each of the three years. At September 30, 2018 and 2017 , the deferred credit amounted to $393,000 and $536,000 , respectively. The deferred marketing credit represents a marketing rebate from NFS, which is being recognized pro rata as a reduction of marketing expenses over the term of the clearing agreement which expires in 2021. The marketing rebate recognized in fiscal years 2018 , 2017 and 2016 amounted to $67,000 for each of the three years. At September 30, 2018 and 2017 , the deferred credit amounted to $183,000 and $250,000 , respectively. Reimbursement of Expenses The Company incurs certain costs on behalf of its registered representatives including those for insurance, professional registration, technology and information services and legal services, amongst others, which are charged back to the registered representatives. It is the Company’s policy to record the reimbursement as a reduction of the respective operating expense. Total reimbursements in fiscal years 2018 , 2017 and 2016 amounted to approximately $8,614,000 , $9,941,000 and $11,884,000 , respectively. Intangible Assets Intangible assets with finite lives, which consist of customer relationships, are being amortized over their estimated useful lives on a straight-line basis. Such intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company assesses the recoverability of its intangible assets by determining whether the unamortized balance can be recovered over the assets’ remaining estimated useful life through undiscounted estimated future cash flows. If undiscounted estimated future cash flows indicate that the unamortized amounts will not be recovered, an adjustment will be made to reduce such amounts to fair value based on estimated future cash flows discounted at a rate commensurate with the risk associated with achieving such cash flows. Estimated future cash flows are based on trends of historical performance and the Company’s estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. Brand names are deemed to have an indefinite life, are not subject to amortization and are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Brand names are tested for impairment by comparing their fair value to their carrying amount. If the carrying amount exceeds fair value, an impairment loss is recognized for the excess (see Note 6). Goodwill Goodwill is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill is tested for impairment at the reporting unit level. Fair value of a reporting unit is typically based upon estimated future cash flows discounted at a rate commensurate with the risk involved or market-based comparables. If the carrying amount of the reporting unit’s net assets exceeds its fair value, then an analysis will be performed to compare the implied fair value of goodwill with the carrying amount of goodwill. An impairment loss will be recognized in an amount equal to the excess of the carrying amount over its implied fair value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis. Accounting guidance on the testing of goodwill for impairment allows entities testing goodwill for impairment, the option of performing a qualitative assessment to determine the likelihood of goodwill impairment and whether it is necessary to perform such two-step impairment test. Under Accounting Standards Update (“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, step 2 of the goodwill impairment test has been eliminated. Step 2 of the goodwill impairment test required companies to determine the implied fair value of the reporting unit’s goodwill. Under the new standard, an entity recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for the Company beginning October 1, 2020 for both interim and annual periods. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted this standard for the annual test performed after January 1, 2017. See Note 5. Cash and Cash Equivalents The Company has defined cash and cash equivalents as cash held at financial institutions and highly liquid investments with original maturities of less than three months that are not held for sale in the ordinary course of business. Cash and cash equivalents held at financial institutions, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. Receivables From Broker Dealers and Clearing organizations Receivables from broker dealers and clearing organizations represent net amounts due for fees and commissions associated with the Company’s retail brokerage business. Forgivable Loans Forgivable Loans represent loans to primarily 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 (interest ranging up to 9%). These forgivable loans are amortized over time, and the amortization is included in Commissions, compensation and fees within the Statement of Operations. 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. Reclassifications Certain items in the statement of operations for 2017 have been reclassified to conform to their presentation in 2018. Such reclassifications did not have a material impact on the presentation of the overall financial statements. |
New Accounting Guidance
New Accounting Guidance | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [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 adopted the new revenue standard on October 1, 2018 and recognized a decrease of $135,000 to retained earnings as the cumulative effect of adoption of this accounting change. The impact of adoption is primarily related to the Company’s Advisory fees that were recognized as of September 30, 2018 under the previously existing accounting guidance, which would have been deferred in prior periods under the new revenue standard. Accordingly, the new revenue standard will be applied prospectively in the Company’s financial statements from October 1, 2018 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods. Further, the adoption of ASU 2014-09 did not have a material impact on the Company’s revenue. The new revenue guidance does not apply to revenue associated with financial instruments, including the Company’s warrants and securities that are accounted for under other US GAAP, and as a result, did not have an impact on the elements of the Statements of Operations most closely associated with financial instruments. The new revenue standard primarily impacts the following of the Company’s revenue recognition and presentation accounting policies: • Investment Banking Revenues . Advisory fees from mergers and acquisitions engagements are recognized at the point in time when the related transaction is completed, as the performance obligation is to successfully broker a specific transaction. • Investment Banking Advisory Expenses . Historically, expenses associated with investment banking advisory assignments were deferred until reimbursed by the client, the related fee revenue is recognized or the engagement is otherwise concluded. Under the new revenue standard, expenses are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized when all performance obligations are met. All other investment banking advisory related expenses are expenses as incurred. • Investment Banking Underwriting and Advisory Expenses . Expenses have historically been recorded net of client reimbursements and/or netted against revenue. Under the new revenue standard, all investment banking expenses will be recognized within their respective expense category on the income statement and any expense reimbursements will be recognized as investment banking revenues (i.e., expenses are no longer recorded net of client reimbursements and are not netted against revenue). The new revenue standard requires enhanced disclosures, which the Company will include in the footnotes to its financial statements beginning with the three months ended December 31, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for the Company beginning October 1, 2019 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently assessing the impact that the adoption of ASU 2016-02 will have on its financial statements. 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 is 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 does not anticipate that the adoption of ASU 2016-18 will have a material impact on its financial statements. 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 does not anticipate that the adoption of ASU 2017-01 will have a material impact on its financial statements. In January 2017, FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the second step of the previous FASB guidance for testing goodwill for impairment and is intended to reduce cost and complexity of goodwill impairment testing. The standard is effective for the Company beginning October 1, 2020 for both interim and annual periods. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted. See Note 2 - Goodwill. 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 does not anticipate that the adoption of ASU 2017-09 will have a material impact 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 12, Income Taxes. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement - Disclosure Framework - Changes to the Disclosure Requirements for the Fair Value Measurement," which removes or modifies certain current disclosures, and adds additional disclosures. The changes are meant to provide more relevant information regarding valuation techniques and inputs used to arrive at measures of fair value, uncertainty in the fair value measurements, and how changes in fair value measurements impact an entity's performance and cash flows. Certain disclosures in ASU 2018-13 will need to be applied on a retrospective basis and others on a prospective basis. The standard is effective for the Company beginning October 1, 2020 for both interim and annual periods. Early adoption is permitted. The company is currently assessing the impact that the adoption of ASU 2018-13 will have on its financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”. The guidance on the accounting for implementation, setup, and other upfront costs (collectively referred to as implementation costs) applies to entities that are a customer in a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the guidance in this ASU. The standard is effective for the Company beginning October 1, 2020, should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption, and early adoption is permitted. The company is currently assessing the impact that the adoption of ASU 2018-15 will have on its financial statements. |
Business Combination, Contingen
Business Combination, Contingent Consideration and Disposal of Branches | 12 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combination, Contingent Consideration and Disposal of Branches | BUSINESS COMBINATION, CONTINGENT CONSIDERATION AND DISPOSAL OF BRANCHES Business Combinations In October 2016, Gilman acquired certain assets of a tax preparation and accounting business that was deemed to be a business acquisition. The consideration for the transaction consisted of a cash payment at closing of $19,000 and contingent consideration payable in cash having a fair value of $192,000 , for which a liability (included in accounts payable and accrued expenses) was recognized based on the estimated acquisition date fair value of the potential earn-out. The earn-out is based on revenue, as defined in the acquisition agreement, during the 36 -month period following the closing up to a maximum of $225,600 . The fair value of the acquired assets totaling $211,000 was allocated to customer relationships, which is being amortized over three years. 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-out. The earn-outs are based on revenue, as defined in the acquisition agreements, during various period following the closings. The fair value of the acquired assets totaling $767,000 were allocated to customer relationships, which are being amortized over seven years . The contingent consideration liabilities recognized in the above acquisitions were valued using an income-based approach using unobservable inputs (Level 3) and reflects the Company’s own assumptions. The liabilities will be revalued at each Balance Sheet date with changes therein recorded in earnings. Results of operations of the acquired businesses are included in the accompanying consolidated statements of operations from the 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 years ended September 30, 2018 , 2017 and 2016 related to the acquisitions: Fair value of contingent consideration at September 30, 2015 $ 534,000 Payments (128,000 ) Change in fair value 18,000 Fair value of contingent consideration at September 30, 2016 424,000 Fair value of contingent consideration in connection with October 2016 acquisition 192,000 Payments (42,000 ) Change in fair value (263,000 ) Fair value of contingent consideration at September 30, 2017 311,000 Fair value of contingent consideration in connection with above acquisition 580,000 Payments (171,000 ) Change in fair value 24,000 Fair value of contingent consideration at September 30, 2018 $ 744,000 Disposal of Gilman Branches In 2018, the Company sold one of its Gilman branches for a note in the aggregate principal amounts of $159,000 which, after allocating a portion of goodwill and unamortized intangibles of $64,000 and $38,000 , respectively, resulted in a gain on disposal of $57,000 . Principal and interest on the note is payable monthly over 84 months with an interest rate of 4% per annum. Notes receivable outstanding at September 30, 2018 amounts to $746,000 , which is included in other receivables in the statements of financial condition. In 2017, the Company sold three of its Gilman branches for notes in the aggregate principal amounts of $722,000 which, after allocating a portion of goodwill and unamortized intangibles of $353,000 and $232,000 , respectively, resulted in a gain on disposal of $137,000 . Principal and interest on the notes is payable monthly over 83 to 95 months with a weighted average interest rate of 3% per annum. Notes receivable outstanding at September 30, 2017 amounted to $676,000 , which is included in other receivables in the statements of financial condition. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GOODWILL Changes to the carrying amount of goodwill during the years ended September 30, 2018 and 2017 are as follows: Brokerage and Tax and Accounting Services Total Balance as of September 30, 2016 $ 5,412,000 $ 1,119,000 $ 6,531,000 Reduction related to sale of Gilman branches — (353,000 ) (353,000 ) Impairment (961,000 ) — (961,000 ) Balance as of September 30, 2017 4,451,000 766,000 5,217,000 Reduction related to sale of Gilman branches — (64,000 ) (64,000 ) Impairment — — — Balance as of September 30, 2018 $ 4,451,000 $ 702,000 $ 5,153,000 The annual quantitative impairment tests performed on September 30, 2018 indicated no impairment of goodwill. The annual quantitative impairment tests performed on September 30, 2017 indicated an impairment of goodwill in the brokerage and advisory services segment in the amount of $961,000 . The fair value of the reporting unit was estimated using the guideline company method taking into consideration the market value of the Company’s common stock. The impairment charge is included in other administrative expenses in the consolidated statement of operations. |
Intangibles
Intangibles | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | INTANGIBLES Intangibles consisted of the following at September 30, 2018 and 2017 : September 30, 2018 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Useful Life (years) Customer relationships $ 7,511,000 $ 3,525,000 $ 3,986,000 3-10 Gilman brand name 710,000 — 710,000 Indefinite Software license $ 45,000 $ 11,000 $ 34,000 3 $ 8,266,000 $ 3,536,000 $ 4,730,000 September 30, 2017 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Useful Life (years) 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 for the years ended September 30, 2018 , 2017 and 2016 was $887,000 , $790,000 and $733,000 , respectively. Further, based on the impairment test performed at September 30, 2017, the Company recorded an impairment charge of $50,000 in 2017 , principally due to a reduction in anticipated brand name revenue. The impairment charge is included in other administrative expenses in the consolidated statement of operations. The Company utilized the relief-from-royalty method in determining the fair value of the brand name. No impairment in 2018. The estimated future amortization expense of the finite lived intangible assets for the next five fiscal years and thereafter is as follows: Year ended September 30, 2019 $ 914,000 2020 844,000 2021 833,000 2022 775,000 2023 521,000 Thereafter 133,000 Total $ 4,020,000 |
Receivables From Broker Dealers
Receivables From Broker Dealers and Clearing Organizations and Other Receivables | 12 Months Ended |
Sep. 30, 2018 | |
Brokers and Dealers [Abstract] | |
Receivables From Broker Dealers and Clearing Organizations and Other Receivables | RECEIVABLES FROM BROKER DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES At September 30, 2018 and 2017 , the receivables of $3,967,000 and $2,850,000 , respectively, from broker-dealers and clearing organizations represent net amounts due for commissions and fees associated with the Company’s retail brokerage business as well as asset based fee revenue associated with the Company’s asset management advisory business. Other receivables at September 30, 2018 and 2017 consist of the following: September 30, 2018 2017 Trailing fees 1,086,000 1,156,000 Accounts receivable for tax and accounting services 661,000 698,000 Allowance for doubtful accounts - tax and accounting services (286,000 ) (390,000 ) Advances to registered representatives 393,000 881,000 Allowance for doubtful accounts - advances to registered representatives (263,000 ) (154,000 ) Investment banking receivable 357,000 1,086,000 Advisory fees 559,000 510,000 Notes receivable (Note 4) 746,000 676,000 Other 1,012,000 717,000 Total $ 4,265,000 $ 5,180,000 |
Forgivable Loans Receivable
Forgivable Loans Receivable | 12 Months Ended |
Sep. 30, 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 6% ). 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 $630,000 , $693,000 and $788,000 for the years ended September 30, 2018 , 2017 and 2016 respectively, and the related compensation was included in commissions, compensation and fees in the statement of operations. In the event the advisor’s affiliation with the subsidiary terminates, the advisor is required to repay the unamortized balance of the note. 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 September 30, 2018 and 2017 , no allowance for doubtful accounts was required. Forgivable loan activity for the fiscal years ended September 30, 2018 , 2017 and 2016 is as follows: Balance, September 30, 2015 $ 1,368,000 Advances 1,132,000 Amortization (788,000 ) Balance, September 30, 2016 1,712,000 Advances 694,000 Amortization (693,000 ) Repayments (97,000 ) Balance, September 30, 2017 1,616,000 Advances 581,000 Amortization (630,000 ) Balance, September 30, 2018 $ 1,567,000 There were no forgivable loans outstanding at September 30, 2018 and 2017 attributable to registered representatives who ended their affiliation with the Company’s subsidiaries prior to the fulfillment of their obligation. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 12 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [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. T here are no transfers between Level 1, Level 2 and Level 3 during the year ended September 30, 2018. The following tables present the carrying values and estimated fair values at September 30, 2018 and 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. September 30, 2018 Assets Carrying Value Level 1 Level 2 Total Estimated Fair Value Cash $ 27,920,000 $ 27,920,000 $ — $ 27,920,000 Cash deposits with clearing organizations 336,000 336,000 — 336,000 Receivables from broker-dealers and clearing organizations 3,967,000 — 3,967,000 3,967,000 Forgivable loans receivable 1,567,000 — 1,567,000 1,567,000 Other Receivables, Net 4,265,000 — 4,265,000 4,265,000 $ 38,055,000 $ 28,256,000 $ 9,799,000 $ 38,055,000 Liabilities Accrued commissions and payroll payable 12,862,000 — 12,862,000 12,862,000 Accounts payable and accrued expenses (1) 7,275,000 — 7,275,000 7,275,000 $ 20,137,000 $ — $ 20,137,000 $ 20,137,000 (1) Excludes contingent consideration liabilities of $744,000 . 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 September 30, 2018 and 2017 September 30, 2018 Assets Carrying Value Level 1 Level 2 Level 3 Total Estimated Fair Value Securities owned Corporate stocks $ 1,084,000 $ 1,084,000 $ — $ — $ 1,084,000 Restricted stock 670,000 — 670,000 — 670,000 Warrants 6,032,000 — 2,753,000 3,279,000 6,032,000 $ 7,786,000 $ 1,084,000 $ 3,423,000 $ 3,279,000 $ 7,786,000 Liabilities Contingent consideration 744,000 — — 744,000 744,000 $ 744,000 $ — $ — $ 744,000 $ 744,000 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 Changes in Level 3 assets measured at fair value on a recurring basis for the year ended September 30, 2018 : Beginning Balance as of September 30, 2017 Net realized Gain or (losses) Net Change in Unrealized Appreciation (Depreciation) Purchases Sales Transfer into Level 3 (a) Transfer Out of Level 3 Ending Balance as of September 30, 2018 Assets Warrants $ — $ — $ 297,000 $ — $ — $ 2,982,000 $ — $ 3,279,000 (a) The Company received warrants as part of a transaction. See changes in Level 3 liabilities (contingent consideration) measured at fair value on a recurring basis for the year ended September 30, 2018 and 2017 in Note 4. The table below presents information on the valuation techniques, significant unobservable inputs and their ranges for our financial assets measured at fair value on a recurring basis with a significant Level 3 balance. Financial Instruments Owned Fair Value Valuation Technique Significant Unobservable Input(s) Input/Range Warrants $3,279,000 Market Approach Discount for lack of marketability 36% Volatility 55% - 116% 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 2018, 2017 and 2016 amounted to approximately $(2,865,000) , $5,612,000 and $(102,000) , 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 | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | FIXED ASSETS Fixed assets as of September 30, 2018 and 2017 , respectively, consist of the following: September 30, Estimated Useful 2018 2017 Lives (in years) Equipment $ 2,299,000 $ 1,742,000 5 Furniture and fixtures 439,000 382,000 5 Construction in Process 271,000 — N/A Leasehold improvements 1,453,000 1,400,000 Lesser of useful life or term of lease Capital leases (primarily composed of computer equipment) 739,000 739,000 5 5,201,000 4,263,000 Less accumulated depreciation and amortization (2,530,000 ) (1,866,000 ) Fixed assets - net $ 2,671,000 $ 2,397,000 Depreciation expense for the years ended September 30, 2018 , 2017 and 2016 was $664,000 , $439,000 and $480,000 respectively. |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Expenses | 12 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Expenses | ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES Accounts payable and other accrued expenses as of September 30, 2018 and 2017 , respectively, consist of the following: September 30, 2018 2017 Legal $ 448,000 $ 877,000 Audit 411,000 176,000 Telecommunications 240,000 205,000 Data Services 370,000 464,000 Regulatory 335,000 540,000 Settlements 825,000 2,403,000 Deferred rent 670,000 497,000 Contingent consideration payable 744,000 311,000 Other 3,976,000 3,242,000 Total $ 8,019,000 $ 8,715,000 Other primarily consists of $739,000 for restitution payment accrual related to 12b-1 trailing fees, $704,000 for soft dollar accruals, $187,000 for investment banking deal expense accruals and $189,000 for sales and use tax accrual at September 30, 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 . |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 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 consist of the following: 2018 Federal State Total Current income tax expense $ 589,000 $ 371,000 $ 960,000 Deferred income tax expense 2,293,000 (65,000 ) 2,228,000 Total income tax expense $ 2,882,000 $ 306,000 $ 3,188,000 2017 Federal State Total Current income tax expense $ 1,074,000 $ 439,000 $ 1,513,000 Deferred income tax expense $ 2,126,000 $ 412,000 $ 2,538,000 Total income tax expense $ 3,200,000 $ 851,000 $ 4,051,000 2016 Federal State Total Current income tax expense $ 54,000 $ 332,000 $ 386,000 Deferred income tax benefit $ 3,012,000 $ (308,000 ) $ 2,704,000 Total income tax expense $ 3,066,000 $ 24,000 $ 3,090,000 The income tax provision related to pre-tax income (loss) vary from the federal statutory rate as follows: Years Ended 2018 2017 2016 Statutory federal rate (24.3 )% 34.0 % (34.0 )% State income taxes, net of federal income tax expense (benefit) 2.5 % 3.4 % (8.2 )% Permanent differences for tax purposes 33.1 % (14.4 )% 35.4 % Change in rate 28.2 % — % — % Write-off of deferred tax asset attributable to change in ownership (see below) — % — % 128.9 % Other (1.2 )% 1.4 % 3.1 % 38.3 % 24.4 % 125.2 % Significant components of the Company’s net deferred tax assets in the accompanying financial statements are as follows: September 30, 2018 2017 Deferred tax assets (liabilities): Net operating loss carryforwards $ 3,673,000 $ 6,229,000 Contingent consideration 203,000 123,000 Stock based compensation 938,000 819,000 Accrued expenses 1,031,000 1,404,000 Accounts receivable and other receivables 149,000 216,000 Federal AMT credit carryforward 260,000 261,000 Fixed assets (186,000 ) (186,000 ) Intangibles (361,000 ) (486,000 ) Securities (1,515,000 ) (1,960,000 ) Total deferred tax asset, net $ 4,192,000 $ 6,420,000 At September 30, 2018 , the Company had available federal net operating loss carryforwards of approximately $16.3 million , which includes approximately $5.2 million resulting from the Gilman acquisition, and state net operating loss carryforwards of approximately $10.2 million that may be applied against future taxable income and expire at various dates between 2020 and 2033. Due to the change in ownership resulting from the completion of the Offer discussed in Note 19, the Company’s deferred tax asset relating to the Company’s net operating loss carry forwards will be subject to an annual limitation under Section 382 of the Internal Revenue Code, thereby reducing the amount of net operating loss carry forwards available to the Company to offset future taxable income. Such reduction in 2016 resulted in a write-off of deferred income taxes of $3,185,000 . During the year ended September 30, 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 24.3% . Additionally, the Company recognized a tax expense of approximately $2,400,000 during the year ended September 30, 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Leases As of September 30, 2018 , the Company leases office space in various states expiring at various dates through October 2026, and is committed under operating leases for future minimum lease payments as follows: Fiscal Year Ending Sept 30, Lease Payments Less, Sublease Income Net 2019 $ 2,920,000 $ 30,000 $ 2,890,000 2020 2,754,000 — 2,754,000 2021 2,321,000 — 2,321,000 2022 1,527,000 — 1,527,000 2023 1,387,000 — 1,387,000 Thereafter 3,223,000 — 3,223,000 Total $ 14,132,000 $ 30,000 $ 14,102,000 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 for the years ended September 30, 2018 , 2017 and 2016 was $4,149,000 , $4,257,000 and $3,794,000 , respectively. Sublease income under all operating subleases for the years ended September 30, 2018 , 2017 and 2016 was approximately $558,000 , $167,000 and $142,000 , respectively. As of September 30, 2018 and 2017 , the Company and its subsidiaries had outstanding two and three , respectively, letters of credit, which have been issued in the maximum amount of $1,353,000 and $1,381,000 , respectively, as security for property leases, and are collateralized by the restricted cash as reflected in the 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 brokers 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 management 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 management’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. As of September 30, 2018 and 2017 , the Company accrued approximately $825,000 and $2,403,000 respectively. These amounts are included in accounts payable and other accrued expenses in the statements of financial condition. Awards ultimately paid, if any, may be covered by the Company’s errors and omissions insurance policy. While the Company will vigorously defend itself in these matters, and will assert insurance coverage and indemnification to the maximum extent possible, there can be no assurance that such matters will not have a material adverse impact on our financial position, results of operations or cash flows. Amounts charged to operations for settlements and potential losses in fiscal years 2018 , 2017 and 2016 were $1,737,000 , $3,414,000 and $536,000 respectively, which is included in other administrative expenses in the statement of operations. The Company has included in professional fees litigation and arbitration related expenses of $950,000 , $1,476,000 and $1,241,000 for fiscal years 2018 , 2017 and 2016 , respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY 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 year ended September 30, 2018 and 2017, the Company did not repurchase any shares. During the year ended September 30, 2016, the Company repurchased and retired 33,933 common shares at a cost of approximately $86,000 . Restricted Stock Units A summary of the Company’s non-vested restricted stock units for the years ended September 30, 2018 , 2017 and 2016 are as follows: Shares Weighted Average Grant Due Fair Value Non-vested restricted stock units at September 30, 2015 4,334 $ 9,000 Vested (4,334 ) (9,000 ) Non-vested restricted stock units at September 30, 2016 — — Granted 1,250,000 3,054,000 Non-vested restricted stock units at September 30, 2017 1,250,000 3,054,000 Granted 1,295,632 5,250,000 Vested (251,042 ) (697,000 ) Forfeited (87,348 ) (305,000 ) Non-vested restricted stock units at September 30, 2018 2,207,242 7,302,000 In 2017, the Company granted 1,250,000 restricted stock units (“RSU”) to certain of its officers and employees. RSU vest based on service and certain performance and market conditions. The fair value of the RSU awards issued in 2017 was $3,054,000 . In February 2018, the Company granted 363,558 RSU to the board of directors of the Company and 52,966 RSU 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. In April 2018, the Company granted 847,858 RSU to certain employees of the Company. RSU vest based on service and certain performance and market conditions. The fair value of the RSU awards issued in April 2018 was $3,184,000 . In July 2018, the Company granted 31,250 RSU to an employee of the Company. The fair value of the RSU awards issued in July 2018 of $100,000 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. One RSU gives the right to one share of the Company’s common stock. RSU that vest based on service and performance are measured based on the fair values of the underlying stock on the date of grant. The Company used a Lattice model to determine the fair value of the RSU with a market condition. Compensation with respect to RSU awards is expensed on a straight-line basis over the vesting period. For the years ended September 30, 2018 , 2017 and 2016 , the Company recognized compensation expense of $2,913,000 , $602,000 and $9,000 , respectively, related to RSU. At September 30, 2018 , unrecognized compensation with respect to RSU amounted to $4,484,000 . Stock Options The Company’s stock option plans provide for the granting of stock options to certain key employees, directors and investment executives. Generally, options outstanding under the Company’s stock option plan are granted at prices equal to or above the market value of the stock on the date of grant, vest either immediately or ratably over up to five years , and expire five years subsequent to award. The following option activity occurred under the Company’s plan during the years ended September 30, 2018 , 2017 and 2016 : Options Weighted Average Exercise Price Per Share Weighted Average Grant-Date Fair Value Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at September 30, 2015 1,370,000 $ 6.34 $ 1.80 4.12 Forfeited or expired (148,500 ) 4.93 6.48 Outstanding at September 30, 2016 1,221,500 $ 6.51 $ 1.22 3.31 Forfeited or expired (15,500 ) 4.42 1.99 Outstanding at September 30, 2017 1,206,000 6.54 1.21 2.29 Forfeited or expired (594,000 ) 6.85 0.83 Outstanding at September 30, 2018 612,000 6.23 1.59 3.27 Vested and exercisable at September 30, 2018 612,000 $ 6.23 $ 1.59 3.27 $ — During fiscal 2016 , the Company recognized compensation expense of $202,000 , related to stock options. As of September 30, 2016, all compensation expense associated with the grants of stock options had been recognized. There were no grants of stock options in 2018 , 2017 or 2016 . Warrants The following tables summarize information about warrant activity during 2018 , 2017 and 2016 : Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Outstanding at September 30, 2015 44,587 $ 5.00 1.26 Forfeited or expired (21,558 ) 5.00 Outstanding at September 30, 2016 23,029 5.00 0.75 Issued 12,437,916 3.25 4.30 Forfeited or expired (21,558 ) 5.00 Outstanding at September 30, 2017 12,439,387 3.25 4.30 Exercised (1,489 ) 3.25 Forfeited or expired (1,471 ) 5.00 Outstanding and exercisable at September 30, 2018 12,436,427 $ 3.25 3.30 |
Net Capital Requirements of Bro
Net Capital Requirements of Broker-Dealer Subsidiaries | 12 Months Ended |
Sep. 30, 2018 | |
Brokers and Dealers [Abstract] | |
Net Capital Requirements of Broker Dealer Subsidiary | NET CAPITAL REQUIREMENTS OF BROKER DEALER SUBSIDIARY NSC is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which, among other things, requires the maintenance of minimum net capital. At September 30, 2018 , NSC had net capital of $11,728,234 which was $10,728,234 in excess of its required minimum net capital of $1,000,000 . NSC is exempt from the provisions of 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. Advances, dividend payments and other equity withdrawals from NSC 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. |
Off Balance Sheet Risk and Conc
Off Balance Sheet Risk and Concentrations of Credit Risk | 12 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Off Balance Sheet Risk and Concentrations of Credit Risk | OFF BALANCE SHEET RISK AND CONCENTRATIONS 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. To the extent the Company invests in marketable securities, the Company is subject to various market risks related to the portfolio. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefits | EMPLOYEE BENEFITS The Company sponsors a defined contribution 401(k) plan (the “Plan”). Under the Plan, employees can elect to defer up to 75% of eligible compensation, subject to certain limitations, by making voluntary contributions to the Plan. The Company’s contributions are made at the discretion of the Board of Directors. For the fiscal years ended September 30, 2018 the company made a contribution of $71,000 to the plan. For fiscal years ended September 30, 2017 and 2016 , the Company made no contributions to the Plan. |
Segment Information
Segment Information | 12 Months Ended |
Sep. 30, 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, sale of insurance products and licensed mortgage brokerage services provided by NSC, NAM, National Insurance, Prime Financial, and GC. The tax and accounting services segment includes tax preparation and accounting services provided by Gilman. Corporate pre-tax income (loss) consists of certain expenses that have not been allocated to reportable segments. Segment information for the years ended September 30, 2018 , 2017 and 2016 is as follows: 2018 Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues $ 203,343,000 $ 7,772,000 $ — $ 211,115,000 Pre-tax income (loss) 5,176,000 895,000 (14,393,000 ) (d) (8,322,000 ) Identifiable assets 51,946,000 4,407,000 12,096,000 (c) 68,449,000 Depreciation and amortization 749,000 263,000 539,000 1,551,000 Interest 97,000 97,000 Capital expenditures 564,000 43,000 331,000 938,000 2017 Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues $ 182,431,000 $ 7,439,000 $ — $ 189,870,000 Pre-tax (loss) income 11,516,000 649,000 4,414,000 (a) 16,579,000 Identifiable assets 47,213,000 2,984,000 14,201,000 (c) 64,398,000 Depreciation and amortization 694,000 181,000 354,000 1,229,000 Interest 14,000 14,000 Capital expenditures 140,000 73,000 1,459,000 1,672,000 2016 Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues 165,682,000 8,394,000 — 174,076,000 Pre-tax (loss) income 4,227,000 (521,000 ) (6,175,000 ) (b) (2,469,000 ) Identifiable assets 43,851,000 2,309,000 14,386,000 (c) 60,546,000 Depreciation and amortization 760,000 181,000 272,000 1,213,000 Interest 51,000 51,000 Capital expenditures 127,000 96,000 709,000 932,000 (a) Consists of the 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. (b) Consists of executive salaries and other expenses not allocated to reportable segments by management. (c) Consists principally of deferred tax assets, cash, prepaid and fixed asset balances held at Corporate. (d) Consists of loss on the change in fair value of warrant liability, executive salaries and other expenses not allocated to reportable segments by management. |
Acquisition of Controlling Inte
Acquisition of Controlling Interest in the Company | 12 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Controlling Interest in the Company | ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY 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. In fiscal 2016, expenses related to the Fortress transaction were approximately $4.3 million and consisted of legal and consulting fees of $3 million included in professional fees, officers expense of $1.1 million included in commissions, compensation and fees and other fees of $0.2 million included in other administrative expenses. 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 and September 30, 2016. 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 warrants in the consolidated statements of operations. As the warrants were registered and trading and the Company maintained an effective registration statement at September 30, 2017, fair value of the warrants was based on the market price. As of September 30, 2016, valuation was determined by use of the Black-Scholes option pricing model using the following assumptions: Dividend yield 0.00 % Expected volatility 38.20 % Risk-free interest rate 1.14 % Life (in years) 5 Warrant Liability Reclassification On March 15, 2018, the Company and the Company's warrant agent, agreed to amend and restate the terms of the original warrant agreement dated December 13, 2016. The amended and restated warrant 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 (loss)/gain for the change in fair value of the warrants for the year ended September 30, 2018 and 2017 amounted to $(11,194,000) and $8,458,000 , respectively. No gain or loss in 2016. 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. Now that 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 warrant 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 year ended September 30, 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS In fiscal year 2018, 2017 and 2016, investment banking revenues include approximately $4,931,000 , $14,414,000 and $1,245,000 , respectively, of fees related to placement of securities for Fortress and subsidiaries of Fortress. As of September 30, 2018 and 2017 , the value of warrants received from Fortress and subsidiaries of Fortress included in Securities Owned was $1,449,000 and $5,117,000 . |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | QUARTERLY FINANCIAL DATA (UNAUDITED) Quarters 1st 2nd 3rd 4th 2018: Revenues $ 50,080,000 $ 60,346,000 $ 56,237,000 $ 44,452,000 Operating expenses 50,256,000 55,653,000 54,678,000 47,809,000 Income (loss) before item shown below (176,000 ) 4,693,000 1,559,000 (3,357,000 ) Other income (expense) (1) (5,591,000 ) (5,367,000 ) (146,000 ) 63,000 Income (loss) before income taxes $ (5,767,000 ) $ (674,000 ) $ 1,413,000 $ (3,294,000 ) Net income (loss) $ (8,040,000 ) $ (2,252,000 ) $ 812,000 $ (2,030,000 ) Net income (loss) per share - Basic $ (0.65 ) $ (0.18 ) $ 0.07 $ (0.16 ) Net income (loss) per share - Diluted $ (0.65 ) $ (0.18 ) $ 0.06 $ (0.16 ) Weighted average number of shares outstanding - Basic 12,437,916 12,457,043 12,490,539 12,513,364 Weighted average number of shares outstanding - Diluted 12,437,916 12,457,043 13,899,374 12,513,364 Quarters 1st 2nd 3rd 4th 2017: Revenues $ 44,569,000 $ 51,884,000 $ 48,047,000 $ 45,370,000 Operating expenses 42,923,000 48,182,000 47,472,000 43,325,000 Income before item shown below 1,646,000 3,702,000 575,000 2,045,000 Other income (expense) (2) 4,092,000 1,908,000 (637,000 ) 3,248,000 Income (loss) before income taxes $ 5,738,000 $ 5,610,000 $ (62,000 ) $ 5,293,000 Net income (loss) $ 5,059,000 $ 3,874,000 $ (24,000 ) $ 3,619,000 Net income (loss) per share - Basic $ 0.41 $ 0.31 $ (0.00 ) $ 0.29 Net income (loss) per share - Diluted $ 0.41 $ 0.31 $ (0.00 ) $ 0.29 Weighted average number of shares outstanding - Basic 12,437,916 12,437,916 12,437,916 12,437,916 Weighted average number of shares outstanding - Diluted 12,438,474 12,461,882 12,437,916 12,510,661 (1) Includes loss of $(5,597,000) due to changes in the fair value of warrant liability in both the first and second quarter. (2) Includes gain (loss) of $ 4,092,000 , $ 1,773,000 , $ (642,000) and $ 3,235,000 due to changes in the fair value of warrant liability in the first, second, third and fourth quarters, respectively. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENT On October 1, 2018, the Company entered into a capital lease agreement for computer equipment and software, which amounted to $509,000 . The lease term is 24 months . Principal and interest payments for fiscal year 2019 and 2020 amount to $246,000 and $296,000 , respectively. On November 14, 2018, B. Riley Financial, Inc. (“B. Riley”) and FBIO Acquisition entered into a stock purchase agreement whereby FBIO Acquisition agreed to sell to a wholly-owned subsidiary of B. Riley FBIO Acquisition’s majority stake in the Company (the “FBIO Sale”). Under the terms of the agreement, B. Riley will purchase 7,037,482 shares of the Company's common stock from FBIO Acquisition, representing approximately 56.1% of the Company's outstanding common stock and Fortress’s entire economic interest in the Company. An aggregate of 3,010,054 shares were purchased immediately at $3.25 per share, with the remaining 4,027,428 shares to be purchased at the same $3.25 per-share price within 15 business days following FINRA approval, for an aggregate purchase price totaling approximately $22.9 million . Further, in connection with the B. Riley Sale, the Company entered into an agreement with B. Riley (the “B. Riley Agreement”), pursuant to which B. Riley agreed to certain customary standstill provisions, effective as of the date of the B. Riley Agreement through December 31, 2021 (the “Standstill Period”), prohibiting B. Riley and any of its affiliates or associates, directly or indirectly, from among other things: (i) acquiring, agreeing to acquire or otherwise seeking to acquire any beneficial interest in the Company’s share capital or any of its material assets other than (x) the FBIO Sale and (y) pursuant to B. Riley’s pro rata participation rights described in the B. Riley Agreement; (ii) making a take-over bid, tender offer or exchange offer for all or any part of the Company’s share capital; (iii) announcing, or taking any action which would require the announcement of, any proposals by B. Riley for any business combination or any other similar transaction involving the securities of the Company or its material assets or businesses; (iv) soliciting proxies with respect to any securities of the Company or otherwise influencing any shareholders of the Company for any action or transaction; (v) requesting that the Board expand or reduce the number of directors or the number of Board designees nominated by otherwise designated by B. Riley; (vi) take any other action that would constitute a “business combination” for purposes of Section 203 of the Delaware General Corporation Law (including any successor statute thereto) (“Section 203”) (other than any transactions covered by Section 203(c)(3)(v) of the Delaware General Corporation Law that are in the ordinary course of our business operations); (vii) make any public announcement with respect to any of the foregoing, except as, and solely to the extent, legally required or compelled (and provided that the reason for any such required announcement is not the result of any action taken by B. Riley) or (viii) contest the validity of the standstill terms of the B. Riley Agreement or initiate or participate in any judicial proceeding to amend, waive, terminate or seek a release of the restrictions of such standstill terms. Pursuant to the B. Riley Agreement, the Company granted to B. Riley the right to appoint B. Riley representatives to attend meetings of the Board and any committee thereof in a non-voting observer capacity as follows: Upon the acquisition by a subsidiary of B. Riley of 3,010,054 shares of the Company’s common stock directly from FBIO Acquisition, B. Riley will be entitled to one board observer, who is expected to be Bryant Riley. In connection with the final closing of the FBIO Sale, B. Riley will be entitled to a second board observer. If B. Riley’s beneficial ownership of the Company’s common stock is reduced to below 24% , its rights to designate board observers will be reduced to one board observer, and if B. Riley’s beneficial ownership of the Company’s common stock is reduced to below 5% , its rights to designate board observers will cease. The B. Riley Agreement further permits B. Riley to participate pro rata in any bona fide common stock equity offering by the Company (including the offering of any securities convertible into common stock) if the offering price of the Company’s common stock in such offering is equal to or less than $3.25 per share, as adjusted for stock splits, stock dividends, stock combinations and similar events, subject to certain exceptions. This participation right will end upon the earlier of (x) the end of the Standstill Period and (y) a change in control of the Company, as defined in the B. Riley Agreement. The Agreement also contains non-solicitation terms that prohibit either NHLD or B. Riley, or any of their respective affiliates, associates and related parties, from hiring any executive officer or member of senior management of the other party during the Standstill Period, subject to certain exceptions. In connection with the Agreement, the Board waived the applicability of Section 203 of the Delaware General Corporation Law to B. Riley in connection with the FBIO Sale. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Principals of Consolidation | Principals of Consolidation The consolidated financial statements include the accounts of National and its wholly owned and majority owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
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 is not required to consolidate such VIEs. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates. |
Revenue Recognition | Revenue Recognition Commission revenue represents commissions generated by the Company’s registered representatives for their clients’ purchases and sales of mutual funds, variable annuities, general securities and other financial products, most of which is paid to the registered representatives as commissions for initiating the transactions. Commission revenue is generated from front-end sales commissions that occur at the point of sale, as well as trailing commissions. The Company recognizes front-end sales commission revenue and related clearing and other expenses on transactions introduced to its clearing brokers on a trade date basis. The Company also recognizes front-end sales commissions and related expenses on transactions initiated directly between the registered representatives and product sponsors upon receipt of notification from sponsors of the commission earned. Commission revenue also includes 12b-1 fees, and variable product trailing fees, collectively considered as trailing fees, which are recurring in nature. These trailing fees are earned by the Company based on a percentage of the current market value of clients’ investment holdings in trail eligible assets. Because trail commission revenues are generally paid in arrears, management estimates commission revenues earned during each period. These estimates are based on a number of factors including investment holdings and the applicable commission rate and the amount of trail commission revenue received in prior periods. Estimates are subsequently adjusted to actual based on notification from the sponsors of trail commissions earned. Net dealer inventory gains, which are recorded on a trade-date basis, include realized and unrealized net gains and losses resulting from the Company’s principal trading activities including equity-linked warrants received from investment banking activities. Investment banking revenues consist of underwriting revenues, advisory revenues and private placement fees. Underwriting revenues arise from securities offerings in which the Company acts as an underwriter and include management fees, selling concessions and underwriting fees, net of related syndicate expenses. Underwriting revenues are recorded at the time the underwriting is completed and the income is reasonably determined. Management estimates the Company’s share of the transaction-related expenses incurred by the syndicate, and recognizes revenues net of such expense. On final settlement, typically within 90 days from the trade date of the transaction, these amounts are adjusted to reflect the actual transaction-related expenses and the resulting underwriting fee. Investment advisory fees are derived from account management and investment advisory services. These fees are determined based on a percentage of the customers assets under management, may be billed monthly or quarterly and are recognized when earned. Interest is recorded on an accrual basis and dividends are recorded on the ex-dividend date. Transfer fees and fees for clearing services, which are recorded on a trade date basis, are principally charged to the broker on customer security transactions. Tax preparation and accounting fees are recognized upon completion of the services. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with US GAAP which requires the recognition of tax benefits or expenses based on the estimated future tax effects of temporary differences between the financial statement and tax basis of its assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets to an amount that is more likely than not to be realized. FASB ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, requiring us to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes accrued interest and penalties related to its uncertain tax positions as a component of income tax expense. As of September 30, 2018 and 2017, the Company had no unrecognized tax positions. |
Securities | Securities Securities owned and securities sold, but not yet purchased, are recorded at fair value. See Note 9 for fair value measurements. |
Fixed Assets, net | Fixed Assets, net Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets (See Note 10). Fixed assets are reviewed for impairment whenever indicators of impairment exist. In such circumstances, the Company will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, the Company will recognize an impairment loss to adjust to the fair value of the asset. |
Net Income per Common Share | Net Income per Common Share Basic net income per share is computed on the basis of the weighted average number of common shares outstanding. Diluted net income per share is computed on the basis of the weighted average number of common shares 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. |
Stock-based Compensation | Stock-based Compensation The Company measures the cost of employee, officer and director services received in exchange for an award of equity instruments including stock options and restricted stock units, based on the grant-date fair value of the award and measures the cost of independent contractor awards based on the vesting date fair value of the award. The cost is recognized as compensation expense over the service period, which would normally be the vesting period of the award. |
Deferred Clearing and Marketing Credits | Deferred Clearing and Marketing Credits The deferred clearing credit represents a clearing fee rebate from National Financial Services (“NFS”), one of the Company’s clearing brokers, which is being recognized pro rata as a reduction of clearing charges over the term of the clearing agreement which expires in 2021. The deferred marketing credit represents a marketing rebate from NFS, which is being recognized pro rata as a reduction of marketing expenses over the term of the clearing agreement which expires in 2021. |
Reimbursement of Expenses | Reimbursement of Expenses The Company incurs certain costs on behalf of its registered representatives including those for insurance, professional registration, technology and information services and legal services, amongst others, which are charged back to the registered representatives. It is the Company’s policy to record the reimbursement as a reduction of the respective operating expense. |
Intangible Assets | Intangible Assets Intangible assets with finite lives, which consist of customer relationships, are being amortized over their estimated useful lives on a straight-line basis. Such intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company assesses the recoverability of its intangible assets by determining whether the unamortized balance can be recovered over the assets’ remaining estimated useful life through undiscounted estimated future cash flows. If undiscounted estimated future cash flows indicate that the unamortized amounts will not be recovered, an adjustment will be made to reduce such amounts to fair value based on estimated future cash flows discounted at a rate commensurate with the risk associated with achieving such cash flows. Estimated future cash flows are based on trends of historical performance and the Company’s estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. Brand names are deemed to have an indefinite life, are not subject to amortization and are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Brand names are tested for impairment by comparing their fair value to their carrying amount. If the carrying amount exceeds fair value, an impairment loss is recognized for the excess (see Note 6). |
Goodwill | Goodwill Goodwill is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill is tested for impairment at the reporting unit level. Fair value of a reporting unit is typically based upon estimated future cash flows discounted at a rate commensurate with the risk involved or market-based comparables. If the carrying amount of the reporting unit’s net assets exceeds its fair value, then an analysis will be performed to compare the implied fair value of goodwill with the carrying amount of goodwill. An impairment loss will be recognized in an amount equal to the excess of the carrying amount over its implied fair value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis. Accounting guidance on the testing of goodwill for impairment allows entities testing goodwill for impairment, the option of performing a qualitative assessment to determine the likelihood of goodwill impairment and whether it is necessary to perform such two-step impairment test. Under Accounting Standards Update (“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, step 2 of the goodwill impairment test has been eliminated. Step 2 of the goodwill impairment test required companies to determine the implied fair value of the reporting unit’s goodwill. Under the new standard, an entity recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for the Company beginning October 1, 2020 for both interim and annual periods. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted this standard for the annual test performed after January 1, 2017. See Note 5. Cash and Cash Equivalents The Company has defined cash and cash equivalents as cash held at financial institutions and highly liquid investments with original maturities of less than three months that are not held for sale in the ordinary course of business. Cash and cash equivalents held at financial institutions, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. Receivables From Broker Dealers and Clearing organizations Receivables from broker dealers and clearing organizations represent net amounts due for fees and commissions associated with the Company’s retail brokerage business. Forgivable Loans Forgivable Loans represent loans to primarily 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 (interest ranging up to 9%). These forgivable loans are amortized over time, and the amortization is included in Commissions, compensation and fees within the Statement of Operations. 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. |
Reclassifications | Reclassifications Certain items in the statement of operations for 2017 have been reclassified to conform to their presentation in 2018. Such reclassifications did not have a material impact on the presentation of the overall financial statements. |
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 adopted the new revenue standard on October 1, 2018 and recognized a decrease of $135,000 to retained earnings as the cumulative effect of adoption of this accounting change. The impact of adoption is primarily related to the Company’s Advisory fees that were recognized as of September 30, 2018 under the previously existing accounting guidance, which would have been deferred in prior periods under the new revenue standard. Accordingly, the new revenue standard will be applied prospectively in the Company’s financial statements from October 1, 2018 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods. Further, the adoption of ASU 2014-09 did not have a material impact on the Company’s revenue. The new revenue guidance does not apply to revenue associated with financial instruments, including the Company’s warrants and securities that are accounted for under other US GAAP, and as a result, did not have an impact on the elements of the Statements of Operations most closely associated with financial instruments. The new revenue standard primarily impacts the following of the Company’s revenue recognition and presentation accounting policies: • Investment Banking Revenues . Advisory fees from mergers and acquisitions engagements are recognized at the point in time when the related transaction is completed, as the performance obligation is to successfully broker a specific transaction. • Investment Banking Advisory Expenses . Historically, expenses associated with investment banking advisory assignments were deferred until reimbursed by the client, the related fee revenue is recognized or the engagement is otherwise concluded. Under the new revenue standard, expenses are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized when all performance obligations are met. All other investment banking advisory related expenses are expenses as incurred. • Investment Banking Underwriting and Advisory Expenses . Expenses have historically been recorded net of client reimbursements and/or netted against revenue. Under the new revenue standard, all investment banking expenses will be recognized within their respective expense category on the income statement and any expense reimbursements will be recognized as investment banking revenues (i.e., expenses are no longer recorded net of client reimbursements and are not netted against revenue). The new revenue standard requires enhanced disclosures, which the Company will include in the footnotes to its financial statements beginning with the three months ended December 31, 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for the Company beginning October 1, 2019 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently assessing the impact that the adoption of ASU 2016-02 will have on its financial statements. 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 is 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 does not anticipate that the adoption of ASU 2016-18 will have a material impact on its financial statements. 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 does not anticipate that the adoption of ASU 2017-01 will have a material impact on its financial statements. In January 2017, FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the second step of the previous FASB guidance for testing goodwill for impairment and is intended to reduce cost and complexity of goodwill impairment testing. The standard is effective for the Company beginning October 1, 2020 for both interim and annual periods. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted. See Note 2 - Goodwill. 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 does not anticipate that the adoption of ASU 2017-09 will have a material impact 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 12, Income Taxes. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement - Disclosure Framework - Changes to the Disclosure Requirements for the Fair Value Measurement," which removes or modifies certain current disclosures, and adds additional disclosures. The changes are meant to provide more relevant information regarding valuation techniques and inputs used to arrive at measures of fair value, uncertainty in the fair value measurements, and how changes in fair value measurements impact an entity's performance and cash flows. Certain disclosures in ASU 2018-13 will need to be applied on a retrospective basis and others on a prospective basis. The standard is effective for the Company beginning October 1, 2020 for both interim and annual periods. Early adoption is permitted. The company is currently assessing the impact that the adoption of ASU 2018-13 will have on its financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”. The guidance on the accounting for implementation, setup, and other upfront costs (collectively referred to as implementation costs) applies to entities that are a customer in a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the guidance in this ASU. The standard is effective for the Company beginning October 1, 2020, should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption, and early adoption is permitted. The company is currently assessing the impact that the adoption of ASU 2018-15 will have on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Common Shares | A reconciliation of basic and diluted common shares used in the computation of per share data follows: Year Ended September 30, 2018 2017 2016 Basic weighted-average shares 12,474,753 12,437,916 12,435,923 Effect of dilutive securities: Options — 140 — Unvested restricted stock units — 34,485 — Diluted weighted-average shares 12,474,753 12,472,541 12,435,923 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential common share equivalents are not included in the above diluted computation because to do so would be anti-dilutive as the instruments are out of the money: Year Ended September 30, 2018 2017 2016 Options 615,000 1,207,000 1,221,500 Warrants 12,437,172 9,344,973 (a) 23,029 Restricted stock units 219,097 — — 13,271,269 10,551,973 1,244,529 (a) As the warrants are out of the money, in the diluted computation, no adjustment is made to net income (loss) to eliminate the change in fair value of the warrants. |
Business Combination, Conting_2
Business Combination, Contingent Consideration and Disposal of Branches (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Set below are changes in the carrying value of contingent consideration for the years ended September 30, 2018 , 2017 and 2016 related to the acquisitions: Fair value of contingent consideration at September 30, 2015 $ 534,000 Payments (128,000 ) Change in fair value 18,000 Fair value of contingent consideration at September 30, 2016 424,000 Fair value of contingent consideration in connection with October 2016 acquisition 192,000 Payments (42,000 ) Change in fair value (263,000 ) Fair value of contingent consideration at September 30, 2017 311,000 Fair value of contingent consideration in connection with above acquisition 580,000 Payments (171,000 ) Change in fair value 24,000 Fair value of contingent consideration at September 30, 2018 $ 744,000 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes to the carrying amount of goodwill during the years ended September 30, 2018 and 2017 are as follows: Brokerage and Tax and Accounting Services Total Balance as of September 30, 2016 $ 5,412,000 $ 1,119,000 $ 6,531,000 Reduction related to sale of Gilman branches — (353,000 ) (353,000 ) Impairment (961,000 ) — (961,000 ) Balance as of September 30, 2017 4,451,000 766,000 5,217,000 Reduction related to sale of Gilman branches — (64,000 ) (64,000 ) Impairment — — — Balance as of September 30, 2018 $ 4,451,000 $ 702,000 $ 5,153,000 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangibles consisted of the following at September 30, 2018 and 2017 : September 30, 2018 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Useful Life (years) Customer relationships $ 7,511,000 $ 3,525,000 $ 3,986,000 3-10 Gilman brand name 710,000 — 710,000 Indefinite Software license $ 45,000 $ 11,000 $ 34,000 3 $ 8,266,000 $ 3,536,000 $ 4,730,000 September 30, 2017 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Useful Life (years) 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 |
Schedule of Indefinite-Lived Intangible Assets | Intangibles consisted of the following at September 30, 2018 and 2017 : September 30, 2018 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Useful Life (years) Customer relationships $ 7,511,000 $ 3,525,000 $ 3,986,000 3-10 Gilman brand name 710,000 — 710,000 Indefinite Software license $ 45,000 $ 11,000 $ 34,000 3 $ 8,266,000 $ 3,536,000 $ 4,730,000 September 30, 2017 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Useful Life (years) 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 |
Schedule of Estimated Future Amortization Expense of the Finite Lived Intangible Assets | The estimated future amortization expense of the finite lived intangible assets for the next five fiscal years and thereafter is as follows: Year ended September 30, 2019 $ 914,000 2020 844,000 2021 833,000 2022 775,000 2023 521,000 Thereafter 133,000 Total $ 4,020,000 |
Receivables From Broker Deale_2
Receivables From Broker Dealers and Clearing Organizations and Other Receivables (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Brokers and Dealers [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure | Other receivables at September 30, 2018 and 2017 consist of the following: September 30, 2018 2017 Trailing fees 1,086,000 1,156,000 Accounts receivable for tax and accounting services 661,000 698,000 Allowance for doubtful accounts - tax and accounting services (286,000 ) (390,000 ) Advances to registered representatives 393,000 881,000 Allowance for doubtful accounts - advances to registered representatives (263,000 ) (154,000 ) Investment banking receivable 357,000 1,086,000 Advisory fees 559,000 510,000 Notes receivable (Note 4) 746,000 676,000 Other 1,012,000 717,000 Total $ 4,265,000 $ 5,180,000 |
Forgivable Loans Receivable (Ta
Forgivable Loans Receivable (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of Forgivable Loan Activity | Forgivable loan activity for the fiscal years ended September 30, 2018 , 2017 and 2016 is as follows: Balance, September 30, 2015 $ 1,368,000 Advances 1,132,000 Amortization (788,000 ) Balance, September 30, 2016 1,712,000 Advances 694,000 Amortization (693,000 ) Repayments (97,000 ) Balance, September 30, 2017 1,616,000 Advances 581,000 Amortization (630,000 ) Balance, September 30, 2018 $ 1,567,000 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the carrying values and estimated fair values at September 30, 2018 and 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. September 30, 2018 Assets Carrying Value Level 1 Level 2 Total Estimated Fair Value Cash $ 27,920,000 $ 27,920,000 $ — $ 27,920,000 Cash deposits with clearing organizations 336,000 336,000 — 336,000 Receivables from broker-dealers and clearing organizations 3,967,000 — 3,967,000 3,967,000 Forgivable loans receivable 1,567,000 — 1,567,000 1,567,000 Other Receivables, Net 4,265,000 — 4,265,000 4,265,000 $ 38,055,000 $ 28,256,000 $ 9,799,000 $ 38,055,000 Liabilities Accrued commissions and payroll payable 12,862,000 — 12,862,000 12,862,000 Accounts payable and accrued expenses (1) 7,275,000 — 7,275,000 7,275,000 $ 20,137,000 $ — $ 20,137,000 $ 20,137,000 (1) Excludes contingent consideration liabilities of $744,000 . 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 September 30, 2018 and 2017 September 30, 2018 Assets Carrying Value Level 1 Level 2 Level 3 Total Estimated Fair Value Securities owned Corporate stocks $ 1,084,000 $ 1,084,000 $ — $ — $ 1,084,000 Restricted stock 670,000 — 670,000 — 670,000 Warrants 6,032,000 — 2,753,000 3,279,000 6,032,000 $ 7,786,000 $ 1,084,000 $ 3,423,000 $ 3,279,000 $ 7,786,000 Liabilities Contingent consideration 744,000 — — 744,000 744,000 $ 744,000 $ — $ — $ 744,000 $ 744,000 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 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in Level 3 assets measured at fair value on a recurring basis for the year ended September 30, 2018 : Beginning Balance as of September 30, 2017 Net realized Gain or (losses) Net Change in Unrealized Appreciation (Depreciation) Purchases Sales Transfer into Level 3 (a) Transfer Out of Level 3 Ending Balance as of September 30, 2018 Assets Warrants $ — $ — $ 297,000 $ — $ — $ 2,982,000 $ — $ 3,279,000 (a) The Company received warrants as part of a transaction. |
Fair Value Measurement Inputs and Valuation Techniques | The table below presents information on the valuation techniques, significant unobservable inputs and their ranges for our financial assets measured at fair value on a recurring basis with a significant Level 3 balance. Financial Instruments Owned Fair Value Valuation Technique Significant Unobservable Input(s) Input/Range Warrants $3,279,000 Market Approach Discount for lack of marketability 36% Volatility 55% - 116% As of September 30, 2016, valuation was determined by use of the Black-Scholes option pricing model using the following assumptions: Dividend yield 0.00 % Expected volatility 38.20 % Risk-free interest rate 1.14 % Life (in years) 5 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets as of September 30, 2018 and 2017 , respectively, consist of the following: September 30, Estimated Useful 2018 2017 Lives (in years) Equipment $ 2,299,000 $ 1,742,000 5 Furniture and fixtures 439,000 382,000 5 Construction in Process 271,000 — N/A Leasehold improvements 1,453,000 1,400,000 Lesser of useful life or term of lease Capital leases (primarily composed of computer equipment) 739,000 739,000 5 5,201,000 4,263,000 Less accumulated depreciation and amortization (2,530,000 ) (1,866,000 ) Fixed assets - net $ 2,671,000 $ 2,397,000 |
Accounts Payable and Other Ac_2
Accounts Payable and Other Accrued Expenses (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Accrued Expenses | Accounts payable and other accrued expenses as of September 30, 2018 and 2017 , respectively, consist of the following: September 30, 2018 2017 Legal $ 448,000 $ 877,000 Audit 411,000 176,000 Telecommunications 240,000 205,000 Data Services 370,000 464,000 Regulatory 335,000 540,000 Settlements 825,000 2,403,000 Deferred rent 670,000 497,000 Contingent consideration payable 744,000 311,000 Other 3,976,000 3,242,000 Total $ 8,019,000 $ 8,715,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | Income taxes consist of the following: 2018 Federal State Total Current income tax expense $ 589,000 $ 371,000 $ 960,000 Deferred income tax expense 2,293,000 (65,000 ) 2,228,000 Total income tax expense $ 2,882,000 $ 306,000 $ 3,188,000 2017 Federal State Total Current income tax expense $ 1,074,000 $ 439,000 $ 1,513,000 Deferred income tax expense $ 2,126,000 $ 412,000 $ 2,538,000 Total income tax expense $ 3,200,000 $ 851,000 $ 4,051,000 2016 Federal State Total Current income tax expense $ 54,000 $ 332,000 $ 386,000 Deferred income tax benefit $ 3,012,000 $ (308,000 ) $ 2,704,000 Total income tax expense $ 3,066,000 $ 24,000 $ 3,090,000 |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision related to pre-tax income (loss) vary from the federal statutory rate as follows: Years Ended 2018 2017 2016 Statutory federal rate (24.3 )% 34.0 % (34.0 )% State income taxes, net of federal income tax expense (benefit) 2.5 % 3.4 % (8.2 )% Permanent differences for tax purposes 33.1 % (14.4 )% 35.4 % Change in rate 28.2 % — % — % Write-off of deferred tax asset attributable to change in ownership (see below) — % — % 128.9 % Other (1.2 )% 1.4 % 3.1 % 38.3 % 24.4 % 125.2 % |
Schedule of Components of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets in the accompanying financial statements are as follows: September 30, 2018 2017 Deferred tax assets (liabilities): Net operating loss carryforwards $ 3,673,000 $ 6,229,000 Contingent consideration 203,000 123,000 Stock based compensation 938,000 819,000 Accrued expenses 1,031,000 1,404,000 Accounts receivable and other receivables 149,000 216,000 Federal AMT credit carryforward 260,000 261,000 Fixed assets (186,000 ) (186,000 ) Intangibles (361,000 ) (486,000 ) Securities (1,515,000 ) (1,960,000 ) Total deferred tax asset, net $ 4,192,000 $ 6,420,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Minimum Lease Payments | As of September 30, 2018 , the Company leases office space in various states expiring at various dates through October 2026, and is committed under operating leases for future minimum lease payments as follows: Fiscal Year Ending Sept 30, Lease Payments Less, Sublease Income Net 2019 $ 2,920,000 $ 30,000 $ 2,890,000 2020 2,754,000 — 2,754,000 2021 2,321,000 — 2,321,000 2022 1,527,000 — 1,527,000 2023 1,387,000 — 1,387,000 Thereafter 3,223,000 — 3,223,000 Total $ 14,132,000 $ 30,000 $ 14,102,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Non-Vested Restricted Stock Units | A summary of the Company’s non-vested restricted stock units for the years ended September 30, 2018 , 2017 and 2016 are as follows: Shares Weighted Average Grant Due Fair Value Non-vested restricted stock units at September 30, 2015 4,334 $ 9,000 Vested (4,334 ) (9,000 ) Non-vested restricted stock units at September 30, 2016 — — Granted 1,250,000 3,054,000 Non-vested restricted stock units at September 30, 2017 1,250,000 3,054,000 Granted 1,295,632 5,250,000 Vested (251,042 ) (697,000 ) Forfeited (87,348 ) (305,000 ) Non-vested restricted stock units at September 30, 2018 2,207,242 7,302,000 |
Schedule of Stock Option Activity | The following option activity occurred under the Company’s plan during the years ended September 30, 2018 , 2017 and 2016 : Options Weighted Average Exercise Price Per Share Weighted Average Grant-Date Fair Value Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at September 30, 2015 1,370,000 $ 6.34 $ 1.80 4.12 Forfeited or expired (148,500 ) 4.93 6.48 Outstanding at September 30, 2016 1,221,500 $ 6.51 $ 1.22 3.31 Forfeited or expired (15,500 ) 4.42 1.99 Outstanding at September 30, 2017 1,206,000 6.54 1.21 2.29 Forfeited or expired (594,000 ) 6.85 0.83 Outstanding at September 30, 2018 612,000 6.23 1.59 3.27 Vested and exercisable at September 30, 2018 612,000 $ 6.23 $ 1.59 3.27 $ — |
Schedule of Warrant Activity | The following tables summarize information about warrant activity during 2018 , 2017 and 2016 : Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Outstanding at September 30, 2015 44,587 $ 5.00 1.26 Forfeited or expired (21,558 ) 5.00 Outstanding at September 30, 2016 23,029 5.00 0.75 Issued 12,437,916 3.25 4.30 Forfeited or expired (21,558 ) 5.00 Outstanding at September 30, 2017 12,439,387 3.25 4.30 Exercised (1,489 ) 3.25 Forfeited or expired (1,471 ) 5.00 Outstanding and exercisable at September 30, 2018 12,436,427 $ 3.25 3.30 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Segment information for the years ended September 30, 2018 , 2017 and 2016 is as follows: 2018 Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues $ 203,343,000 $ 7,772,000 $ — $ 211,115,000 Pre-tax income (loss) 5,176,000 895,000 (14,393,000 ) (d) (8,322,000 ) Identifiable assets 51,946,000 4,407,000 12,096,000 (c) 68,449,000 Depreciation and amortization 749,000 263,000 539,000 1,551,000 Interest 97,000 97,000 Capital expenditures 564,000 43,000 331,000 938,000 2017 Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues $ 182,431,000 $ 7,439,000 $ — $ 189,870,000 Pre-tax (loss) income 11,516,000 649,000 4,414,000 (a) 16,579,000 Identifiable assets 47,213,000 2,984,000 14,201,000 (c) 64,398,000 Depreciation and amortization 694,000 181,000 354,000 1,229,000 Interest 14,000 14,000 Capital expenditures 140,000 73,000 1,459,000 1,672,000 2016 Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues 165,682,000 8,394,000 — 174,076,000 Pre-tax (loss) income 4,227,000 (521,000 ) (6,175,000 ) (b) (2,469,000 ) Identifiable assets 43,851,000 2,309,000 14,386,000 (c) 60,546,000 Depreciation and amortization 760,000 181,000 272,000 1,213,000 Interest 51,000 51,000 Capital expenditures 127,000 96,000 709,000 932,000 (a) Consists of the 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. (b) Consists of executive salaries and other expenses not allocated to reportable segments by management. (c) Consists principally of deferred tax assets, cash, prepaid and fixed asset balances held at Corporate. (d) Consists of loss on the change in fair value of warrant liability, executive salaries and other expenses not allocated to reportable segments by management. |
Acquisition of Controlling In_2
Acquisition of Controlling Interest in the Company (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The table below presents information on the valuation techniques, significant unobservable inputs and their ranges for our financial assets measured at fair value on a recurring basis with a significant Level 3 balance. Financial Instruments Owned Fair Value Valuation Technique Significant Unobservable Input(s) Input/Range Warrants $3,279,000 Market Approach Discount for lack of marketability 36% Volatility 55% - 116% As of September 30, 2016, valuation was determined by use of the Black-Scholes option pricing model using the following assumptions: Dividend yield 0.00 % Expected volatility 38.20 % Risk-free interest rate 1.14 % Life (in years) 5 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarters 1st 2nd 3rd 4th 2018: Revenues $ 50,080,000 $ 60,346,000 $ 56,237,000 $ 44,452,000 Operating expenses 50,256,000 55,653,000 54,678,000 47,809,000 Income (loss) before item shown below (176,000 ) 4,693,000 1,559,000 (3,357,000 ) Other income (expense) (1) (5,591,000 ) (5,367,000 ) (146,000 ) 63,000 Income (loss) before income taxes $ (5,767,000 ) $ (674,000 ) $ 1,413,000 $ (3,294,000 ) Net income (loss) $ (8,040,000 ) $ (2,252,000 ) $ 812,000 $ (2,030,000 ) Net income (loss) per share - Basic $ (0.65 ) $ (0.18 ) $ 0.07 $ (0.16 ) Net income (loss) per share - Diluted $ (0.65 ) $ (0.18 ) $ 0.06 $ (0.16 ) Weighted average number of shares outstanding - Basic 12,437,916 12,457,043 12,490,539 12,513,364 Weighted average number of shares outstanding - Diluted 12,437,916 12,457,043 13,899,374 12,513,364 Quarters 1st 2nd 3rd 4th 2017: Revenues $ 44,569,000 $ 51,884,000 $ 48,047,000 $ 45,370,000 Operating expenses 42,923,000 48,182,000 47,472,000 43,325,000 Income before item shown below 1,646,000 3,702,000 575,000 2,045,000 Other income (expense) (2) 4,092,000 1,908,000 (637,000 ) 3,248,000 Income (loss) before income taxes $ 5,738,000 $ 5,610,000 $ (62,000 ) $ 5,293,000 Net income (loss) $ 5,059,000 $ 3,874,000 $ (24,000 ) $ 3,619,000 Net income (loss) per share - Basic $ 0.41 $ 0.31 $ (0.00 ) $ 0.29 Net income (loss) per share - Diluted $ 0.41 $ 0.31 $ (0.00 ) $ 0.29 Weighted average number of shares outstanding - Basic 12,437,916 12,437,916 12,437,916 12,437,916 Weighted average number of shares outstanding - Diluted 12,438,474 12,461,882 12,437,916 12,510,661 (1) Includes loss of $(5,597,000) due to changes in the fair value of warrant liability in both the first and second quarter. (2) Includes gain (loss) of $ 4,092,000 , $ 1,773,000 , $ (642,000) and $ 3,235,000 due to changes in the fair value of warrant liability in the first, second, third and fourth quarters, respectively. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Class of Stock [Line Items] | |||
Investment banking fees | $ 24,789 | $ 16,537 | $ 17,010 |
Duration between trade date and final settlement | 90 days | ||
Deferred clearing rebates recognized | $ 143 | 143 | 143 |
Deferred clearing rebates | 393 | 536 | |
Deferred marketing rebates recognized | 67 | 67 | 67 |
Deferred marketing rebates | 183 | 250 | |
Reimbursement revenue | $ 8,614 | $ 9,941 | $ 11,884 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Basic and Diluted Common Shares (Details) - shares | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Basic weighted-average shares (in shares) | 12,474,753 | 12,437,916 | 12,435,923 | ||||||||
Effect of dilutive securities: | |||||||||||
Diluted weighted-average shares (in shares) | 12,513,364 | 13,899,374 | 12,457,043 | 12,437,916 | 12,510,661 | 12,437,916 | 12,461,882 | 12,438,474 | 12,474,753 | 12,472,541 | 12,435,923 |
Options | |||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities (in shares) | 0 | 140 | 0 | ||||||||
Unvested restricted stock units | |||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities (in shares) | 0 | 34,485 | 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 13,271,269 | 10,551,973 | 1,244,529 |
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 615,000 | 1,207,000 | 1,221,500 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 12,437,172 | 9,344,973 | 23,029 |
Restricted stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 219,097 | 0 | 0 |
New Accounting Guidance - Narra
New Accounting Guidance - Narrative (Details) $ in Thousands | Oct. 01, 2018USD ($) |
Accounting Standards Update 2014-09 | Subsequent Event | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Cumulative effect of adoption on retained earnings | $ (135) |
Business Combination, Conting_3
Business Combination, Contingent Consideration and Disposal of Branches - Narrative (Details) | Mar. 31, 2018USD ($)business | Oct. 31, 2016USD ($) | Sep. 30, 2018USD ($)branch | Sep. 30, 2017USD ($)branch | Sep. 30, 2016USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2015USD ($) |
Business Acquisition [Line Items] | |||||||
Contingent consideration payable | $ 744,000 | $ 311,000 | $ 424,000 | $ 534,000 | |||
Cash paid | 187,000 | 19,000 | 0 | ||||
Gain on disposal of Gilman branches | 57,000 | 137,000 | $ 0 | ||||
Notes receivable | $ 746,000 | $ 676,000 | |||||
Certain Assets of a Tax Preparation and Accounting Business | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration payable | $ 192,000 | $ 580,000 | |||||
Earn-out period for which the contingent liability is derived | 36 months | ||||||
Cash paid | $ 187,000 | $ 19,000 | |||||
Earn-out period, maximum revenue | 225,600 | ||||||
Finite-lived Intangible Assets Acquired | $ 211,000 | ||||||
Estimated Useful Life (years) | 3 years | ||||||
Number of businesses acquired | business | 5 | ||||||
Gilman Branches | |||||||
Business Acquisition [Line Items] | |||||||
Number of branches sold | branch | 1 | 3 | |||||
Consideration for divestiture | $ 159,000 | $ 722,000 | |||||
Disposal of goodwill | 64,000 | 353,000 | |||||
Disposal of intangibles | 38,000 | 232,000 | |||||
Gain on disposal of Gilman branches | $ 57,000 | $ 137,000 | |||||
Notes receivable term | 84 months | ||||||
Notes receivable, weighted average interest rate | 4.00% | 3.00% | |||||
Minimum | Gilman Branches | |||||||
Business Acquisition [Line Items] | |||||||
Notes receivable term | 83 months | ||||||
Maximum | Gilman Branches | |||||||
Business Acquisition [Line Items] | |||||||
Notes receivable term | 95 months | ||||||
Discontinued Operations, Disposed of by Sale | Gilman Branches | |||||||
Business Acquisition [Line Items] | |||||||
Notes receivable | $ 746,000 | $ 676,000 | |||||
Customer relationships | Certain Assets of a Tax Preparation and Accounting Business | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived Intangible Assets Acquired | $ 767,000 | ||||||
Estimated Useful Life (years) | 7 years | ||||||
Customer relationships | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Estimated Useful Life (years) | 3 years | 3 years | |||||
Customer relationships | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Estimated Useful Life (years) | 10 years | 10 years |
Business Combination, Conting_4
Business Combination, Contingent Consideration and Disposal of Branches - Changes in Carrying Amount of Contingent Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Contingent Consideration [Roll Forward] | |||
Beginning balance | $ 311 | $ 424 | $ 534 |
Payments | (171) | (42) | (128) |
Fair value of contingent consideration in connection with above acquisition | 580 | 192 | |
Change in fair value | 24 | (263) | 18 |
Ending balance | $ 744 | $ 311 | $ 424 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 5,217,000 | $ 6,531,000 | |
Reduction related to sale of Gilman branches | (64,000) | (353,000) | |
Impairment | 0 | (961,000) | $ 0 |
Ending balance | 5,153,000 | 5,217,000 | 6,531,000 |
Brokerage and Advisory Services | |||
Goodwill [Roll Forward] | |||
Beginning balance | 4,451,000 | 5,412,000 | |
Reduction related to sale of Gilman branches | 0 | 0 | |
Impairment | 0 | (961,000) | |
Ending balance | 4,451,000 | 4,451,000 | 5,412,000 |
Tax And Accounting Services | |||
Goodwill [Roll Forward] | |||
Beginning balance | 766,000 | 1,119,000 | |
Reduction related to sale of Gilman branches | (64,000) | (353,000) | |
Impairment | 0 | 0 | |
Ending balance | $ 702,000 | $ 766,000 | $ 1,119,000 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill [Line Items] | |||
Impairment of goodwill | $ 0 | $ 961,000 | $ 0 |
Brokerage and Advisory Services | |||
Goodwill [Line Items] | |||
Impairment of goodwill | $ 0 | $ 961,000 |
Intangibles - Schedule of Intan
Intangibles - Schedule of Intangibles (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 3,536,000 | $ 2,685,000 |
Carrying Value | 4,020,000 | |
Cost, total | 8,266,000 | 7,528,000 |
Carrying value, total | 4,730,000 | 4,843,000 |
Gilman brand name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 710,000 | 710,000 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 7,511,000 | 6,818,000 |
Accumulated Amortization | 3,525,000 | 2,685,000 |
Carrying Value | $ 3,986,000 | $ 4,133,000 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 3 years | 3 years |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 10 years | 10 years |
Software license | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 45,000 | |
Accumulated Amortization | 11,000 | |
Carrying Value | $ 34,000 | |
Estimated Useful Life (years) | 3 years |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 887,000 | $ 790,000 | $ 733,000 |
Impairment of intangible assets | $ 0 | $ 50,000 | $ 894,000 |
Intangibles - Estimated Future
Intangibles - Estimated Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,019 | $ 914 |
2,020 | 844 |
2,021 | 833 |
2,022 | 775 |
2,023 | 521 |
Thereafter | 133 |
Carrying Value | $ 4,020 |
Receivables From Broker Deale_3
Receivables From Broker Dealers and Clearing Organizations and Other Receivables - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Brokers and Dealers [Abstract] | ||
Receivables from broker dealers and clearing organizations | $ 3,967 | $ 2,850 |
Receivables From Broker Deale_4
Receivables From Broker Dealers and Clearing Organizations and Other Receivables - Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Brokers and Dealers [Abstract] | ||
Trailing fees | $ 1,086 | $ 1,156 |
Accounts receivable for tax and accounting services | 661 | 698 |
Allowance for doubtful accounts - tax and accounting services | (286) | (390) |
Advances to registered representatives | 393 | 881 |
Allowance for doubtful accounts - advances to registered representatives | (263) | (154) |
Investment banking receivable | 357 | 1,086 |
Advisory fees | 559 | 510 |
Notes receivable | 746 | 676 |
Other | 1,012 | 717 |
Other receivables | $ 4,265 | $ 5,180 |
Forgivable Loans Receivable - N
Forgivable Loans Receivable - Narrative (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Investments in and Advances to Affiliates [Line Items] | ||||
Notes receivable, interest range (up to) (as a percent) | 6.00% | |||
Forgiveness of loans | $ 630,000 | $ 693,000 | $ 788,000 | |
Forgivable loans receivable | 1,567,000 | 1,616,000 | $ 1,712,000 | $ 1,368,000 |
Loans Receivable | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Allowance for doubtful accounts, receivable | 0 | 0 | ||
Ended Affiliation | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Forgivable loans receivable | $ 0 | $ 0 |
Forgivable Loans Receivable - F
Forgivable Loans Receivable - Forgivable Loan Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Loans and Leases Receivable, Related Parties [Roll Forward] | |||
Beginning balance | $ 1,616 | $ 1,712 | $ 1,368 |
Advances | 581 | 694 | 1,132 |
Amortization | (630) | (693) | (788) |
Repayments | (97) | ||
Ending balance | $ 1,567 | $ 1,616 | $ 1,712 |
Fair Value of Assets and Liab_3
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 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Liabilities | ||||
Contingent consideration liability | $ 744 | $ 311 | $ 424 | $ 534 |
Carrying Value | Fair Value, Measurements, Nonrecurring | ||||
Assets | ||||
Receivables from broker-dealers and clearing organizations | 3,967 | 2,850 | ||
Forgivable loans receivable | 1,567 | 1,616 | ||
Other Receivables, Net | 4,265 | 5,180 | ||
Total assets | 38,055 | 34,195 | ||
Liabilities | ||||
Accrued commissions and payroll payable | 12,862 | 10,065 | ||
Accounts payable and accrued expenses | 7,275 | 8,404 | ||
Total liabilities | 20,137 | 18,469 | ||
Total Estimated Fair Value | Fair Value, Measurements, Nonrecurring | ||||
Assets | ||||
Receivables from broker-dealers and clearing organizations | 3,967 | 2,850 | ||
Forgivable loans receivable | 1,567 | 1,616 | ||
Other Receivables, Net | 4,265 | 5,180 | ||
Total assets | 38,055 | 34,195 | ||
Liabilities | ||||
Accrued commissions and payroll payable | 12,862 | 10,065 | ||
Accounts payable and accrued expenses | 7,275 | 8,404 | ||
Total liabilities | 20,137 | 18,469 | ||
Total Estimated Fair Value | Fair Value, Measurements, Nonrecurring | Level 1 | ||||
Assets | ||||
Receivables from broker-dealers and clearing organizations | 0 | 0 | ||
Forgivable loans receivable | 0 | 0 | ||
Other Receivables, Net | 0 | 0 | ||
Total assets | 28,256 | 24,549 | ||
Liabilities | ||||
Accrued commissions and payroll payable | 0 | 0 | ||
Accounts payable and accrued expenses | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Total Estimated Fair Value | Fair Value, Measurements, Nonrecurring | Level 2 | ||||
Assets | ||||
Receivables from broker-dealers and clearing organizations | 3,967 | 2,850 | ||
Forgivable loans receivable | 1,567 | 1,616 | ||
Other Receivables, Net | 4,265 | 5,180 | ||
Total assets | 9,799 | 9,646 | ||
Liabilities | ||||
Accrued commissions and payroll payable | 12,862 | 10,065 | ||
Accounts payable and accrued expenses | 7,275 | 8,404 | ||
Total liabilities | 20,137 | 18,469 | ||
Cash | Carrying Value | Fair Value, Measurements, Nonrecurring | ||||
Assets | ||||
Cash and cash equivalents | 27,920 | 23,508 | ||
Cash | Total Estimated Fair Value | Fair Value, Measurements, Nonrecurring | ||||
Assets | ||||
Cash and cash equivalents | 27,920 | 23,508 | ||
Cash | Total Estimated Fair Value | Fair Value, Measurements, Nonrecurring | Level 1 | ||||
Assets | ||||
Cash and cash equivalents | 27,920 | 23,508 | ||
Cash | Total Estimated Fair Value | Fair Value, Measurements, Nonrecurring | Level 2 | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Cash deposits with clearing organizations | Carrying Value | Fair Value, Measurements, Nonrecurring | ||||
Assets | ||||
Cash and cash equivalents | 336 | 1,041 | ||
Cash deposits with clearing organizations | Total Estimated Fair Value | Fair Value, Measurements, Nonrecurring | ||||
Assets | ||||
Cash and cash equivalents | 336 | 1,041 | ||
Cash deposits with clearing organizations | Total Estimated Fair Value | Fair Value, Measurements, Nonrecurring | Level 1 | ||||
Assets | ||||
Cash and cash equivalents | 336 | 1,041 | ||
Cash deposits with clearing organizations | Total Estimated Fair Value | Fair Value, Measurements, Nonrecurring | Level 2 | ||||
Assets | ||||
Cash and cash equivalents | $ 0 | $ 0 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Fair Value Hierarchy of Financial Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 1,084,000 | $ 1,355,000 |
Liabilities | 0 | 151,000 |
Level 1 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Level 1 | Warrants issued | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Level 1 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 151,000 | |
Level 1 | Corporate stocks | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,084,000 | 116,000 |
Level 1 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,239,000 | |
Level 1 | Restricted stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Level 1 | Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 3,423,000 | 5,747,000 |
Liabilities | 0 | 5,597,000 |
Level 2 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Level 2 | Warrants issued | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 5,597,000 | |
Level 2 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Level 2 | Corporate stocks | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 2 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Level 2 | Restricted stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 670,000 | 82,000 |
Level 2 | Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,753,000 | 5,665,000 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 3,279,000 | 0 |
Liabilities | 744,000 | 311,000 |
Level 3 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 744,000 | 311,000 |
Level 3 | Warrants issued | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Level 3 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | |
Level 3 | Corporate stocks | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Level 3 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Level 3 | Restricted stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Level 3 | Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 3,279,000 | 0 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 7,786,000 | 7,102,000 |
Liabilities | 744,000 | 6,059,000 |
Carrying Value | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 744,000 | 311,000 |
Carrying Value | Warrants issued | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 5,597,000 | |
Carrying Value | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 151,000 | |
Carrying Value | Corporate stocks | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,084,000 | 116,000 |
Carrying Value | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,239,000 | |
Carrying Value | Restricted stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 670,000 | 82,000 |
Carrying Value | Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 6,032,000 | 5,665,000 |
Total Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 7,786,000 | 7,102,000 |
Liabilities | 744,000 | 6,059,000 |
Total Estimated Fair Value | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 744,000 | 311,000 |
Total Estimated Fair Value | Warrants issued | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 5,597,000 | |
Total Estimated Fair Value | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 151,000 | |
Total Estimated Fair Value | Corporate stocks | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,084,000 | 116,000 |
Total Estimated Fair Value | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,239,000 | |
Total Estimated Fair Value | Restricted stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 670,000 | 82,000 |
Total Estimated Fair Value | Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 6,032,000 | $ 5,665,000 |
Fair Value of Assets and Liab_5
Fair Value of Assets and Liabilities - Schedule of Assets Measured on Recurring Basis, Unobservable Inputs (Details) - Warrants $ in Thousands | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance as of September 30, 2017 | $ 0 |
Net realized Gain or (losses) | 0 |
Net Change in Unrealized Appreciation (Depreciation) | 297 |
Purchases | 0 |
Sales | 0 |
Transfer into Level 3 | 2,982 |
Transfer Out of Level 3 | 0 |
Ending Balance as of September 30, 2018 | $ 3,279 |
Fair Value of Assets and Liab_6
Fair Value of Assets and Liabilities - Schedule of Fair Value Inputs and Valuation Techniques (Details) $ in Thousands | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016 |
Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input of warrants | 0.3820 | ||
Market Approach | Discount for lack of marketability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input of warrants | 0.36 | ||
Minimum | Market Approach | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input of warrants | 0.55 | ||
Maximum | Market Approach | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input of warrants | 1.16 | ||
Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrants | $ 3,279 | $ 0 |
Fair Value of Assets and Liab_7
Fair Value of Assets and Liabilities - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized (loss) gain | $ (2,865) | $ 5,612 | $ (102) |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | $ 5,201 | $ 4,263 |
Less accumulated depreciation and amortization | (2,530) | (1,866) |
Fixed assets - net | 2,671 | 2,397 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | $ 2,299 | 1,742 |
Estimated useful lives (in years) | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | $ 439 | 382 |
Estimated useful lives (in years) | 5 years | |
Construction in Process | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | $ 271 | 0 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | 1,453 | 1,400 |
Capital leases (primarily composed of computer equipment) | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets - gross | $ 739 | $ 739 |
Estimated useful lives (in years) | 5 years |
Fixed Assets - Narrative (Detai
Fixed Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 664 | $ 439 | $ 480 |
Accounts Payable and Other Ac_3
Accounts Payable and Other Accrued Expenses - Schedule of Accounts Payable and Other Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Payables and Accruals [Abstract] | ||
Legal | $ 448 | $ 877 |
Audit | 411 | 176 |
Telecommunications | 240 | 205 |
Data Services | 370 | 464 |
Regulatory | 335 | 540 |
Settlements | 825 | 2,403 |
Deferred rent | 670 | 497 |
Contingent consideration payable | 744 | 311 |
Other | 3,976 | 3,242 |
Total | $ 8,019 | $ 8,715 |
Accounts Payable and Other Ac_4
Accounts Payable and Other Accrued Expenses - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Payables and Accruals [Abstract] | ||
Restitution payment accrual related to trailing fees | $ 739 | |
Soft dollar accruals | 704 | $ 552 |
Investment banking deal expense accruals | 187 | 187 |
Sales and use tax accrual | $ 189 | 141 |
Recruiting fee payable | $ 482 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Federal | |||
Current income tax expense | $ 589 | $ 1,074 | $ 54 |
Deferred income tax expense | 2,293 | 2,126 | 3,012 |
Total income tax expense | 2,882 | 3,200 | 3,066 |
State | |||
Current income tax expense | 371 | 439 | 332 |
Deferred income tax expense | (65) | 412 | (308) |
Total income tax expense | 306 | 851 | 24 |
Total | |||
Current income tax expense | 960 | 1,513 | 386 |
Deferred income tax expense | 2,228 | 2,538 | 2,704 |
Total income tax expense | $ 3,188 | $ 4,051 | $ 3,090 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Benefit) (Details) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal rate | 24.30% | 34.00% | 34.00% |
State income taxes, net of federal income tax expense (benefit) | (2.50%) | 3.40% | 8.20% |
Permanent differences for tax purposes | (33.10%) | (14.40%) | (35.40%) |
Change in rate | (28.20%) | 0.00% | 0.00% |
Write-off of deferred tax asset attributable to change in ownership (see below) | 0.00% | 0.00% | (128.90%) |
Other | 1.20% | 1.40% | (3.10%) |
Effective income tax rate reconciliation | (38.30%) | 24.40% | (125.20%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 3,673 | $ 6,229 |
Contingent consideration | 203 | 123 |
Stock based compensation | 938 | 819 |
Accrued expenses | 1,031 | 1,404 |
Accounts receivable and other receivables | 149 | 216 |
Federal AMT credit carryforward | 260 | 261 |
Fixed assets | (186) | (186) |
Intangibles | (361) | (486) |
Securities | (1,515) | (1,960) |
Total deferred tax asset, net | $ 4,192 | $ 6,420 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense | $ 3,188 | $ 4,051 | $ 3,090 |
Annualized blended rate | 24.30% | 34.00% | 34.00% |
Tax Cuts And Jobs Act Of 2017, tax expenses realized from adjustment of deferred taxes | $ 2,400 | ||
Gilman | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 5,200 | ||
FBIO Acquisitions Inc. | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax expense | $ 3,185 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 16,300 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 10,200 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Lease Payments | |
2,019 | $ 2,920 |
2,020 | 2,754 |
2,021 | 2,321 |
2,022 | 1,527 |
2,023 | 1,387 |
Thereafter | 3,223 |
Total | 14,132 |
Less, Sublease Income | |
2,019 | 30 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
Thereafter | 0 |
Total | 30 |
Net | |
2,019 | 2,890 |
2,020 | 2,754 |
2,021 | 2,321 |
2,022 | 1,527 |
2,023 | 1,387 |
Thereafter | 3,223 |
Total | $ 14,102 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) | 12 Months Ended | ||
Sep. 30, 2018USD ($)Letter_of_credit | Sep. 30, 2017USD ($)Letter_of_credit | Sep. 30, 2016USD ($) | |
Loss Contingencies [Line Items] | |||
Rent expense under operating leases | $ 4,149,000 | $ 4,257,000 | $ 3,794,000 |
Sublease income under operating subleases | $ 558,000 | $ 167,000 | 142,000 |
Number of letters of credit | Letter_of_credit | 2 | 3 | |
Litigation expense | $ 1,737,000 | $ 3,414,000 | 536,000 |
Pending And Threatened Litigation | Professional Fees | |||
Loss Contingencies [Line Items] | |||
Litigation and FINRA related expenses | 950,000 | 1,476,000 | $ 1,241,000 |
Pending And Threatened Litigation | Accounts Payable and Accrued Expenses | |||
Loss Contingencies [Line Items] | |||
Accrued litigation liability | 825,000 | 2,403,000 | |
Letter of Credit | |||
Loss Contingencies [Line Items] | |||
Maximum borrowing capacity | $ 1,353,000 | $ 1,381,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Feb. 28, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 2,000,000 | ||||||
Stock repurchased during the period (in shares) | 33,933 | ||||||
Stock repurchased during the period | $ 86,000 | ||||||
Unvested restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 1,295,632 | 1,250,000 | |||||
Fair value of awards issued | $ 1,966,000 | $ 3,054,000 | |||||
Stock based compensation expense | $ 2,913,000 | 602,000 | $ 9,000 | ||||
Unrecognized share base-compensation expense | $ 4,484,000 | ||||||
Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (up to) | 5 years | ||||||
Stock based compensation expense | $ 202,000 | ||||||
Award expiration period | 5 years | ||||||
Director | Unvested restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 363,558 | ||||||
Employee(s) | Unvested restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 52,966 | 31,250 | 847,858 | ||||
Fair value of awards issued | $ 100,000 | $ 3,184,000 |
Stockholders' Equity - Nonveste
Stockholders' Equity - Nonvested Restricted Stock Unit Activity (Details) - Restricted Stock Units - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Shares | |||
Beginning balance (in shares) | 1,250,000 | 0 | 4,334 |
Granted (in shares) | 1,295,632 | 1,250,000 | |
Vested (in shares) | (251,042) | (4,334) | |
Forfeited or expired (in shares) | (87,348) | ||
Ending balance (in shares) | 2,207,242 | 1,250,000 | 0 |
Weighted Average Grant Due Fair Value | |||
Beginning balance | $ 3,054 | $ 0 | $ 9 |
Granted | 5,250 | 3,054 | |
Vested | (697) | (9) | |
Forfeited | (305) | ||
Ending balance | $ 7,302 | $ 3,054 | $ 0 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Options | ||||
Beginning balance (in shares) | 1,206,000 | 1,221,500 | 1,370,000 | |
Forfeited or expired (in shares) | (594,000) | (15,500) | (148,500) | |
Ending balance (in shares) | 612,000 | 1,206,000 | 1,221,500 | 1,370,000 |
Vested and exercisable balance (in shares) | 612,000 | |||
Weighted Average Exercise Price Per Share | ||||
Beginning balance (in dollars per share) | $ 6.54 | $ 6.51 | $ 6.34 | |
Forfeited or expired (in dollars per share) | 6.85 | 4.42 | 4.93 | |
Ending balance (in dollars per share) | 6.23 | 6.54 | 6.51 | $ 6.34 |
Vested and exercisable balance (in dollars per share) | 6.23 | |||
Weighted Average Grant-Date Fair Value Per Share | ||||
Beginning balance (in dollars per share) | 1.21 | 1.22 | 1.80 | |
Forfeited or expired (in dollars per share) | 0.83 | 1.99 | 6.48 | |
Ending balance (in dollars per share) | 1.59 | $ 1.21 | $ 1.22 | $ 1.80 |
Vested and exercisable balance (in dollars per share) | $ 1.59 | |||
Weighted Average Remaining Contractual Term | ||||
Balance | 3 years 3 months 7 days | 2 years 3 months 15 days | 3 years 3 months 22 days | 4 years 1 month 13 days |
Vested and exercisable balance | 3 years 3 months 7 days | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value | $ 0 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants Outstanding (Details) - Warrants - $ / shares | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Warrants | ||||
Beginning balance (in shares) | 12,439,387 | 23,029 | 44,587 | |
Granted (in shares) | 12,437,916 | |||
Exercised (in shares) | (1,489) | |||
Forfeited or expired (in shares) | (1,471) | (21,558) | (21,558) | |
Ending balance (in shares) | 12,436,427 | 12,439,387 | 23,029 | 44,587 |
Weighted Average Exercise Price Per Share | ||||
Beginning balance (in dollars per share) | $ 3.25 | $ 5 | $ 5 | |
Exercised (in dollars per share) | 3.25 | |||
Granted (in dollars per share) | 3.25 | |||
Forfeited or expired (in dollars per share) | 5 | 5 | 5 | |
Ending balance (in dollars per share) | $ 3.25 | $ 3.25 | $ 5 | $ 5 |
Weighted Average Remaining Contractual Term | ||||
Balance outstanding | 3 years 3 months 18 days | 4 years 3 months 18 days | 9 months | 1 year 3 months 4 days |
Issued | 4 years 3 months 18 days |
Net Capital Requirements of B_2
Net Capital Requirements of Broker-Dealer Subsidiaries (Details) - National Securities | Sep. 30, 2018USD ($) |
Net Capital Requirements [Line Items] | |
Net capital | $ 11,728,234 |
Excess net capital | 10,728,234 |
SEC Requirement | |
Net Capital Requirements [Line Items] | |
Minimum net capital required | $ 1,000,000 |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Retirement Benefits [Abstract] | |||
Maximum annual contributions per employee, percent (up to) | 75.00% | ||
Employer discretionary contribution amount | $ 71,000 | $ 0 | $ 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Sep. 30, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Table (De
Segment Information - Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 44,452 | $ 56,237 | $ 60,346 | $ 50,080 | $ 45,370 | $ 48,047 | $ 51,884 | $ 44,569 | $ 211,115 | $ 189,870 | $ 174,076 |
Pre-tax income (loss) | (3,294) | $ 1,413 | $ (674) | $ (5,767) | 5,293 | $ (62) | $ 5,610 | $ 5,738 | (8,322) | 16,579 | (2,469) |
Identifiable assets | 68,449 | 64,398 | 68,449 | 64,398 | 60,546 | ||||||
Depreciation and amortization | 1,551 | 1,229 | 1,213 | ||||||||
Interest | 97 | 14 | 51 | ||||||||
Capital expenditures | 938 | 1,672 | 932 | ||||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Pre-tax income (loss) | (14,393) | 4,414 | (6,175) | ||||||||
Identifiable assets | 12,096 | 14,201 | 12,096 | 14,201 | 14,386 | ||||||
Depreciation and amortization | 539 | 354 | 272 | ||||||||
Capital expenditures | 331 | 1,459 | 709 | ||||||||
Brokerage and Advisory Services | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 203,343 | 182,431 | 165,682 | ||||||||
Pre-tax income (loss) | 5,176 | 11,516 | 4,227 | ||||||||
Identifiable assets | 51,946 | 47,213 | 51,946 | 47,213 | 43,851 | ||||||
Depreciation and amortization | 749 | 694 | 760 | ||||||||
Interest | 97 | 14 | 51 | ||||||||
Capital expenditures | 564 | 140 | 127 | ||||||||
Tax and Accounting Services | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 7,772 | 7,439 | 8,394 | ||||||||
Pre-tax income (loss) | 895 | 649 | (521) | ||||||||
Identifiable assets | $ 4,407 | $ 2,984 | 4,407 | 2,984 | 2,309 | ||||||
Depreciation and amortization | 263 | 181 | 181 | ||||||||
Capital expenditures | $ 43 | $ 73 | $ 96 |
Acquisition of Controlling In_3
Acquisition of Controlling Interest in the Company - Narrative (Details) - USD ($) | Sep. 12, 2016 | Jan. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||||||||||
Warrant liability reclassification ( See Note 19) | $ 16,791,000 | $ 0 | $ 0 | ||||||||
Change in fair value of warrants | $ 5,597,000 | $ 5,597,000 | $ (3,235,000) | $ 642,000 | $ (1,773,000) | $ (4,092,000) | $ (11,194,000) | $ 8,458,000 | 0 | ||
FBIO Acquisitions Inc. | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Warrant contract term | 5 years | ||||||||||
Warrant price (in dollars per share) | $ 3.25 | ||||||||||
FBIO Acquisitions Inc. | National Holdings Corp | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition costs | 4,300,000 | ||||||||||
Stock ownership percentage required to become a privately held company | 80.00% | ||||||||||
FBIO Acquisitions Inc. | National Holdings Corp | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition share price (in dollars per share) | $ 3.25 | ||||||||||
Number of shares tendered for acquisition (in shares) | 7,037,482 | ||||||||||
Equity interest after business acquisition | 56.60% | ||||||||||
Professional Fees | FBIO Acquisitions Inc. | National Holdings Corp | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition costs | 3,000,000 | ||||||||||
Commission, Compensation, and Fees | FBIO Acquisitions Inc. | National Holdings Corp | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition costs | 1,100,000 | ||||||||||
Other Administrative Expense | FBIO Acquisitions Inc. | National Holdings Corp | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition costs | $ 200,000 | ||||||||||
Warrants | FBIO Acquisitions Inc. | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Warrants issued (in shares) | 12,437,916 |
Acquisition of Controlling In_4
Acquisition of Controlling Interest in the Company - Valuation Assumptions (Details) | Sep. 30, 2016 |
Business Acquisition [Line Items] | |
Life (in years) | 5 years |
Dividend yield | |
Business Acquisition [Line Items] | |
Measurement input of warrants | 0 |
Volatility | |
Business Acquisition [Line Items] | |
Measurement input of warrants | 0.3820 |
Risk-free interest rate | |
Business Acquisition [Line Items] | |
Measurement input of warrants | 0.0114 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | |||
Investment banking revenue | $ 4,931 | $ 14,414 | $ 1,245 |
Warrants | Fortress | |||
Related Party Transaction [Line Items] | |||
Value of warrants received | $ 1,449 | $ 5,117 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 44,452,000 | $ 56,237,000 | $ 60,346,000 | $ 50,080,000 | $ 45,370,000 | $ 48,047,000 | $ 51,884,000 | $ 44,569,000 | $ 211,115,000 | $ 189,870,000 | $ 174,076,000 |
Operating expenses | 47,809,000 | 54,678,000 | 55,653,000 | 50,256,000 | 43,325,000 | 47,472,000 | 48,182,000 | 42,923,000 | 208,396,000 | 181,902,000 | 176,545,000 |
Income (Loss) before Other Income and Income Taxes | (3,357,000) | 1,559,000 | 4,693,000 | (176,000) | 2,045,000 | 575,000 | 3,702,000 | 1,646,000 | 2,719,000 | 7,968,000 | (2,469,000) |
Other income (expense) | 63,000 | (146,000) | (5,367,000) | (5,591,000) | 3,248,000 | (637,000) | 1,908,000 | 4,092,000 | (11,041,000) | 8,611,000 | 0 |
(Loss) Income before Income Taxes | (3,294,000) | 1,413,000 | (674,000) | (5,767,000) | 5,293,000 | (62,000) | 5,610,000 | 5,738,000 | (8,322,000) | 16,579,000 | (2,469,000) |
Net (loss) income | $ (2,030,000) | $ 812,000 | $ (2,252,000) | $ (8,040,000) | $ 3,619,000 | $ (24,000) | $ 3,874,000 | $ 5,059,000 | $ (11,510,000) | $ 12,528,000 | $ (5,559,000) |
Net income (loss) per share - Basic (in dollars per share) | $ (0.16) | $ 0.07 | $ (0.18) | $ (0.65) | $ 0.29 | $ 0 | $ 0.31 | $ 0.41 | $ (0.92) | $ 1.01 | $ (0.45) |
Net income (loss) per share - Diluted (in dollars per share) | $ (0.16) | $ 0.06 | $ (0.18) | $ (0.65) | $ 0.29 | $ 0 | $ 0.31 | $ 0.41 | $ (0.92) | $ 1 | $ (0.45) |
Weighted average number of shares outstanding - Basic (in shares) | 12,513,364 | 12,490,539 | 12,457,043 | 12,437,916 | 12,437,916 | 12,437,916 | 12,437,916 | 12,437,916 | 12,474,753 | 12,437,916 | 12,435,923 |
Weighted average number of shares outstanding - Diluted (in shares) | 12,513,364 | 13,899,374 | 12,457,043 | 12,437,916 | 12,510,661 | 12,437,916 | 12,461,882 | 12,438,474 | 12,474,753 | 12,472,541 | 12,435,923 |
Change in fair value of warrant liability | $ (5,597,000) | $ (5,597,000) | $ 3,235,000 | $ (642,000) | $ 1,773,000 | $ 4,092,000 | $ 11,194,000 | $ (8,458,000) | $ 0 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 14, 2018 | Oct. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Subsequent Event [Line Items] | |||||
Capital lease obligations | $ 509 | $ 0 | $ 287 | ||
Computer Equipment And Software | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Capital lease obligations | $ 509 | ||||
Lease term | 24 months | ||||
Due in 2019 | $ 246 | ||||
Due in 2020 | $ 296 | ||||
B. Riley Financial, Inc. | FBIO Acquisitions Inc. | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Acquisition share price (in dollars per share) | $ 3.25 | ||||
Period following FINRA approval | 15 days | ||||
Cash paid | $ 22,900 | ||||
Common Stock | B. Riley Financial, Inc. | FBIO Acquisitions Inc. | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Number of shares tendered for acquisition (in shares) | 7,037,482 | ||||
Equity interest after business acquisition | 56.10% | ||||
Acquisition share price (in dollars per share) | $ 3.25 | ||||
Voting rights threshold for two board observers | 24.00% | ||||
Voting rights threshold for one board observer | 5.00% | ||||
Immediate Purchase | Common Stock | B. Riley Financial, Inc. | FBIO Acquisitions Inc. | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Number of shares tendered for acquisition (in shares) | 3,010,054 | ||||
Purchase After Period Of Time From FINRA Approval | Common Stock | B. Riley Financial, Inc. | FBIO Acquisitions Inc. | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Number of shares tendered for acquisition (in shares) | 4,027,428 |