Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NATIONAL HOLDINGS CORP | |
Trading Symbol | NHLD | |
Entity Central Index Key | 0001023844 | |
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-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 12,899,866 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Mar. 31, 2019 | Sep. 30, 2018 |
ASSETS | ||
Cash | $ 25,881 | $ 27,920 |
Restricted cash | 1,158 | 1,353 |
Cash deposits with clearing organizations | 336 | 336 |
Securities owned, at fair value | 7,606 | 7,786 |
Receivables from broker-dealers and clearing organizations | 3,451 | 3,967 |
Forgivable loans receivable | 1,444 | 1,567 |
Other receivables, net | 5,140 | 4,265 |
Prepaid expenses | 5,346 | 4,065 |
Fixed assets, net | 3,330 | 2,671 |
Intangible assets, net | 6,028 | 4,730 |
Goodwill | 5,153 | 5,153 |
Deferred tax asset, net | 4,294 | 4,192 |
Other assets, principally refundable deposits | 735 | 444 |
Total Assets | 69,902 | 68,449 |
Liabilities | ||
Accrued commissions and payroll payable | 9,614 | 12,862 |
Accounts payable and accrued expenses | 11,537 | 8,019 |
Deferred clearing and marketing credits | 472 | 576 |
Other | 738 | 57 |
Total Liabilities | 22,361 | 21,514 |
Commitments and Contingencies (Note 13) | ||
Stockholders’ Equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none outstanding | 0 | 0 |
Common stock $0.02 par value, authorized 75,000,000 shares at March 31, 2019 and September 30, 2018; 12,899,866 shares issued and outstanding at March 31, 2019 and 12,541,890 shares issued and outstanding at September 30, 2018 | 258 | 250 |
Additional paid-in-capital | 89,072 | 86,510 |
Accumulated deficit | (41,789) | (39,825) |
Total Stockholders’ Equity | 47,541 | 46,935 |
Total Liabilities and Stockholders’ Equity | $ 69,902 | $ 68,449 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Mar. 31, 2019 | Sep. 30, 2018 |
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) | 12,899,866 | 12,541,890 |
Common stock, shares outstanding (in shares) | 12,899,866 | 12,541,890 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||||
Revenue from contracts with customers | $ 43,822 | $ 100,686 | ||
Net dealer inventory (losses) gains | 1,269 | $ 2,761 | 766 | $ 3,666 |
Interest and dividends | 1,412 | 601 | 2,996 | 1,232 |
Transaction fees and clearing services | 1,588 | 1,777 | 3,737 | 4,074 |
Tax preparation and accounting | 4,122 | 3,868 | 4,897 | 4,391 |
Other | 197 | 203 | 359 | 429 |
Total Revenues | 46,700 | 60,346 | 104,807 | 110,425 |
Operating Expenses | ||||
Commissions, compensation and fees | 40,633 | 49,345 | 90,043 | 92,906 |
Clearing fees | 530 | 578 | 1,289 | 1,321 |
Communications | 697 | 813 | 1,519 | 1,572 |
Occupancy | 980 | 1,141 | 1,906 | 2,096 |
License and registration | 747 | 530 | 1,326 | 1,167 |
Professional fees | 1,733 | 578 | 3,717 | 1,970 |
Interest | 10 | 2 | 18 | 5 |
Depreciation and amortization | 461 | 379 | 858 | 758 |
Other administrative expenses | 4,808 | 2,287 | 6,713 | 4,113 |
Total Operating Expenses | 50,599 | 55,653 | 107,389 | 105,908 |
Income (Loss) before Other Income (Expense) and Income Taxes | (3,899) | 4,693 | (2,582) | 4,517 |
Other Income (Expense) | ||||
Change in fair value of warrant liability | 0 | (5,597) | 0 | (11,194) |
Other income | 6 | 230 | 12 | 236 |
Total Other Income (Expense) | 6 | (5,367) | 12 | (10,958) |
Income (Loss) before Income Taxes | (3,893) | (674) | (2,570) | (6,441) |
Income tax expense | (1,108) | 1,578 | (741) | 3,851 |
Net Income (Loss) | $ (2,785) | $ (2,252) | $ (1,829) | $ (10,292) |
Net income (loss) per share - Basic (in dollars per share) | $ (0.22) | $ (0.18) | $ (0.14) | $ (0.83) |
Net income (loss) per share - Diluted (in dollars per share) | $ (0.22) | $ (0.18) | $ (0.14) | $ (0.83) |
Weighted average number of shares outstanding - Basic (in shares) | 12,714,002 | 12,457,043 | 12,628,606 | 12,447,321 |
Weighted average number of shares outstanding - Diluted (in shares) | 12,714,002 | 12,457,043 | 12,628,606 | 12,447,321 |
Commissions | ||||
Revenues | ||||
Revenue from contracts with customers | $ 22,801 | $ 31,407 | $ 43,812 | $ 57,025 |
Investment banking | ||||
Revenues | ||||
Revenue from contracts with customers | 9,797 | 14,532 | 36,868 | 29,079 |
Investment advisory | ||||
Revenues | ||||
Revenue from contracts with customers | $ 5,514 | $ 5,197 | $ 11,372 | $ 10,529 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in- Capital | Accumulated Deficit | Non-Controlling Interest |
Balance (in shares) at Sep. 30, 2017 | 12,437,916 | ||||
Balance at Sep. 30, 2017 | $ 38,903,000 | $ 248,000 | $ 66,955,000 | $ (28,315,000) | $ 15,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation for restricted stock units | 258,000 | 258,000 | |||
Net income (loss) | (8,040,000) | (8,040,000) | |||
Balance (in shares) at Dec. 31, 2017 | 12,437,916 | ||||
Balance at Dec. 31, 2017 | 31,121,000 | $ 248,000 | 67,213,000 | (36,355,000) | 15,000 |
Balance (in shares) at Sep. 30, 2017 | 12,437,916 | ||||
Balance at Sep. 30, 2017 | 38,903,000 | $ 248,000 | 66,955,000 | (28,315,000) | 15,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrant liability reclassification | 16,791,000 | ||||
Balance (in shares) at Mar. 31, 2018 | 12,489,501 | ||||
Balance at Mar. 31, 2018 | 45,981,000 | $ 249,000 | 84,339,000 | (38,607,000) | 0 |
Balance (in shares) at Dec. 31, 2017 | 12,437,916 | ||||
Balance at Dec. 31, 2017 | 31,121,000 | $ 248,000 | 67,213,000 | (36,355,000) | 15,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation for restricted stock units | 418,000 | 418,000 | |||
Issuance of shares of common stock with respect to vested restricted stock units, net of shares tendered for tax withholding (in shares) | 51,585 | ||||
Issuance of shares of common stock with respect to vested restricted stock units, net of shares tendered for tax withholding | (82,000) | $ 1,000 | (83,000) | ||
Warrant liability reclassification | 16,791,000 | 16,791,000 | |||
Deconsolidation of subsidiary | (15,000) | (15,000) | |||
Net income (loss) | (2,252,000) | (2,252,000) | |||
Balance (in shares) at Mar. 31, 2018 | 12,489,501 | ||||
Balance at Mar. 31, 2018 | 45,981,000 | $ 249,000 | 84,339,000 | (38,607,000) | 0 |
Balance (in shares) at Sep. 30, 2018 | 12,541,890 | ||||
Balance at Sep. 30, 2018 | 46,935,000 | $ 250,000 | 86,510,000 | (39,825,000) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation for restricted stock units | 1,322,000 | 1,322,000 | |||
Issuance of shares of common stock with respect to vested restricted stock units, net of shares tendered for tax withholding (in shares) | 68,655 | ||||
Issuance of shares of common stock with respect to vested restricted stock units, net of shares tendered for tax withholding | (101,000) | $ 2,000 | (103,000) | ||
Net income (loss) | 956,000 | 956,000 | |||
Balance (in shares) at Dec. 31, 2018 | 12,610,545 | ||||
Balance at Dec. 31, 2018 | 48,977,000 | $ 252,000 | 87,729,000 | (39,004,000) | 0 |
Balance (in shares) at Sep. 30, 2018 | 12,541,890 | ||||
Balance at Sep. 30, 2018 | 46,935,000 | $ 250,000 | 86,510,000 | (39,825,000) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrant liability reclassification | 0 | ||||
Balance (in shares) at Mar. 31, 2019 | 12,899,866 | ||||
Balance at Mar. 31, 2019 | 47,541,000 | $ 258,000 | 89,072,000 | (41,789,000) | 0 |
Balance (in shares) at Dec. 31, 2018 | 12,610,545 | ||||
Balance at Dec. 31, 2018 | 48,977,000 | $ 252,000 | 87,729,000 | (39,004,000) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of shares of common stock for warrant exercises | 38 | ||||
Stock-based compensation for restricted stock units | 1,480,000 | 1,480,000 | |||
Issuance of shares of common stock with respect to vested restricted stock units, net of shares tendered for tax withholding (in shares) | 289,283 | ||||
Issuance of shares of common stock with respect to vested restricted stock units, net of shares tendered for tax withholding | (131,000) | $ 6,000 | (137,000) | ||
Net income (loss) | (2,785,000) | (2,785,000) | |||
Balance (in shares) at Mar. 31, 2019 | 12,899,866 | ||||
Balance at Mar. 31, 2019 | $ 47,541,000 | $ 258,000 | $ 89,072,000 | $ (41,789,000) | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of shares (in shares) | 45,228 | 31,762 | 26,540 |
Value of shares issued | $ 131 | $ 101 | $ 82 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,829) | $ (10,292) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Change in fair value of warrant liability | 0 | 11,194 |
Depreciation and amortization | 858 | 758 |
Amortization of forgivable loans | 333 | 310 |
Stock-based compensation | 2,802 | 676 |
Provision (recovery) for doubtful accounts | (142) | (46) |
Amortization of deferred clearing and marketing credit | (104) | (105) |
Increase in fair value of contingent consideration payable | 27 | 10 |
Deferred tax (benefit) expense | (102) | 2,413 |
Gain on deconsolidation of subsidiary | 0 | (15) |
Changes in assets and liabilities | ||
Cash deposits with clearing organizations | 0 | 205 |
Securities owned, at fair value | 180 | (374) |
Receivables from broker-dealers and clearing organizations | 516 | 141 |
Forgivable loans receivable | (315) | (292) |
Other receivables, net | (684) | (854) |
Prepaid expenses | (1,281) | 809 |
Other assets | 17 | (85) |
Accounts payable, accrued expenses and other liabilities | (989) | (288) |
Securities sold, but not yet purchased, at fair value | 0 | (143) |
Net cash (used in) provided by operating activities | (713) | 4,022 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of businesses | (387) | (187) |
Acquisition of intangible assets | 0 | (45) |
Purchase of fixed assets | (734) | (50) |
Collection on notes receivable | 56 | 47 |
Net cash used in investing activities | (1,065) | (235) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repurchase of common stock for tax withholding | (232) | (82) |
Principal payments under capital lease obligations | (110) | 0 |
Principal payments under finance obligations | (114) | 0 |
Net cash used in financing activities | (456) | (82) |
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH | (2,234) | 3,705 |
CASH AND RESTRICTED CASH BALANCE | ||
Beginning of the period | 29,273 | 24,889 |
End of the period | 27,039 | 28,594 |
Cash paid during the period for: | ||
Interest | 18 | 5 |
Income taxes | 112 | 630 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Fixed assets (acquired but not paid) | 49 | 0 |
Finance obligation (related asset included in other assets and fixed assets - see Note 9) | 525 | 0 |
Business acquired: | ||
Identifiable intangible asset acquired | 1,815 | 767 |
Contingent consideration payable | (1,428) | (580) |
Acquisition of businesses | (387) | (187) |
Reclassification of warrant liability from debt to equity | $ 0 | $ 16,791 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying condensed consolidated financial statements of the Company, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed consolidated financial statements as of March 31, 2019 and for the three and six months ended March 31, 2019 and 2018 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at September 30, 2018 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018 for additional disclosures and accounting policies. Certain items in the condensed consolidated statement of operations for the fiscal 2018 period have been reclassified to conform to the presentation in the fiscal 2019 period. Such reclassifications did not have a material impact on the presentation of the overall financial statements. |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Mar. 31, 2019 | |
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, a Washington 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”). Our wholly-owned subsidiary, National Asset Management, Inc., a Washington corporation ("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. Our wholly-owned subsidiaries, National Insurance Corporation, a Washington corporation ("National Insurance") and Prime Financial Services, a Delaware corporation (“Prime Financial”), provide fixed insurance products to their clients, including life insurance, disability insurance, long term care insurance and fixed annuities. Our wholly-owned subsidiary, Gilman Ciocia, Inc. (“Gilman”), provides tax preparation and accounting services to individuals and small to midsize companies. In December 2018, Gilman changed its name to National Tax and Financial Services, Inc. (“National Tax”). Our wholly-owned subsidiary, GC Capital Corporation ("GC"), provides licensed mortgage brokerage services in New York and Florida. |
RECEIVEABLES FROM BROKER-DEALER
RECEIVEABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES | 6 Months Ended |
Mar. 31, 2019 | |
Brokers and Dealers [Abstract] | |
RECEIVEABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES | RECEIVABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES At March 31, 2019 and September 30, 2018 , the receivables of $3,451,000 and $3,967,000 , respectively, from broker-dealers and clearing organizations represent net amounts due for fees and commissions associated with the Company’s retail brokerage business as well as asset based fee revenues associated with the Company’s investment advisory business. Other receivables at March 31, 2019 and September 30, 2018 consist of the following: March 31, September 30, 2019 2018 Trailing fees $ 959,000 $ 1,086,000 Accounts receivable for tax and accounting services 1,172,000 661,000 Allowance for doubtful accounts - tax and accounting services (304,000 ) (286,000 ) Advances to registered representatives 757,000 393,000 Investment banking receivable 516,000 357,000 Advisory fees 464,000 559,000 Notes receivable 688,000 746,000 Other 888,000 749,000 Total other receivables, net $ 5,140,000 $ 4,265,000 |
FORGIVABLE LOANS RECEIVABLE
FORGIVABLE LOANS RECEIVABLE | 6 Months Ended |
Mar. 31, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
FORGIVABLE LOANS RECEIVABLE | FORGIVABLE LOANS RECEIVABLE From time to time, the Company’s operating subsidiaries may make loans, evidenced by promissory notes, primarily to newly recruited independent financial advisors as an incentive for their affiliation. The notes receivable balance is comprised of unsecured non-interest-bearing and interest-bearing loans (weighted average interest rate of 4% ). These notes have various schedules for repayment or forgiveness based on production or retention requirements being met and mature at various dates through 2024 . Forgiveness of loans amounted to $333,000 and $310,000 for the six months ended March 31, 2019 and 2018 , respectively, and the related compensation was included in commissions, compensation and fees in the condensed consolidated statements of operations. In the event the advisor’s affiliation with the subsidiary terminates, the advisor is required to repay the unamortized balance of any notes payable. The Company provides an allowance for doubtful accounts on the notes based on historical collection experience and continually evaluates the receivables for collectability and possible write-offs where a loss is deemed probable. As of March 31, 2019 and September 30, 2018 , no allowance for doubtful accounts was required. Forgivable loan activity for the six months ended March 31, 2019 is as follows: Balance, September 30, 2018 $ 1,567,000 Additions 315,000 Amortization (333,000 ) Reclassification to other receivables (105,000 ) Balance, March 31, 2019 $ 1,444,000 |
FAIR VALUE OF ASSETS AND LIABIL
FAIR VALUE OF ASSETS AND LIABILITIES | 6 Months Ended |
Mar. 31, 2019 | |
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. The following tables present the carrying values and estimated fair values at March 31, 2019 and September 30, 2018 of financial assets and liabilities, excluding financial instruments that are carried at fair value on a recurring basis, and information is provided on their classification within the fair value hierarchy. Such instruments are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk. March 31, 2019 Assets Carrying Value Level 1 Level 2 Total Estimated Fair Value Cash $ 25,881,000 $ 25,881,000 $ — $ 25,881,000 Cash deposits with clearing organizations 336,000 336,000 — 336,000 Receivables from broker-dealers and clearing organizations 3,451,000 — 3,451,000 3,451,000 Forgivable loans receivable 1,444,000 — 1,444,000 1,444,000 Other Receivables, net 5,140,000 — 5,140,000 5,140,000 $ 36,252,000 $ 26,217,000 $ 10,035,000 $ 36,252,000 Liabilities Accrued commissions and payroll payable $ 9,614,000 $ — $ 9,614,000 $ 9,614,000 Accounts payable and accrued expenses (1) 9,443,000 — 9,443,000 9,443,000 $ 19,057,000 $ — $ 19,057,000 $ 19,057,000 (1) Excludes contingent consideration liabilities of $2,094,000 . 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 . The following tables present the financial assets and liabilities measured at fair value on a recurring basis at March 31, 2019 and September 30, 2018 : March 31, 2019 Assets Carrying Value Level 1 Level 2 Level 3 Total Estimated Fair Value Securities owned: Corporate stocks $ 905,000 $ 905,000 $ — $ — $ 905,000 Restricted stock 1,000,000 — 1,000,000 — 1,000,000 Warrants 5,701,000 — 2,266,000 3,435,000 5,701,000 $ 7,606,000 $ 905,000 $ 3,266,000 $ 3,435,000 $ 7,606,000 Liabilities Contingent consideration $ 2,094,000 $ — $ — $ 2,094,000 $ 2,094,000 $ 2,094,000 $ — $ — $ 2,094,000 $ 2,094,000 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 Changes in Level 3 assets measured at fair value on a recurring basis for the six months ended March 31, 2019 : Beginning Balance as of September 30, 2018 Net realized Gain or (losses) Net Change in Unrealized Appreciation (Depreciation) Purchases Sales Transfer Into Level 3 (a) Transfer Out of Level 3 (b) Ending Balance as of March 31, 2019 Assets Warrants $ 3,279,000 $ — $ 155,000 $ — $ — $ 150,000 $ (149,000 ) $ 3,435,000 (a) The Company received warrants as part of investment banking transactions. (b) Transfers out consist of a transfer to Level 2 of a warrant as the underlying security became a publicly registered security and a warrant exercise. See changes in Level 3 liabilities (contingent consideration) measured at fair value on a recurring basis for the six months ended March 31, 2019 in Note 7. 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 $ 3,435,000 Market Approach Discount for lack of marketability Volatility 21% - 44% 56% - 122% 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 for the change in fair value of such positions for the six months ended March 31, 2019 and 2018 amounted to approximately $723,000 and $469,000 , respectively, which is included in net dealer inventory (losses) 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 the risk-free return rate. A discount is applied for the warrants’ lack of marketability. The discount is based on the value of a protective put. Debt securities are valued based on recently executed transactions. |
FIXED ASSETS
FIXED ASSETS | 6 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | FIXED ASSETS Fixed assets as of March 31, 2019 and September 30, 2018 consist of the following: March 31, September 30, Estimated Useful Lives Equipment and software $ 1,825,000 $ 2,299,000 3 - 7 Furniture and fixtures 503,000 439,000 5 Construction in process 838,000 271,000 N/A Leasehold improvements 1,786,000 1,453,000 Lesser of useful Capital leases (primarily composed of computer equipment) 1,249,000 739,000 3 - 7 6,201,000 5,201,000 Less accumulated depreciation and amortization (2,871,000 ) (2,530,000 ) Fixed assets, net $ 3,330,000 $ 2,671,000 Depreciation expense associated with fixed assets for the three months ended March 31, 2019 and 2018 was $172,000 and $159,000 , respectively. Depreciation expense associated with fixed assets for the six months ended March 31, 2019 and 2018 was $341,000 and $328,000 , respectively. |
BUSINESS COMBINATION AND CONTIN
BUSINESS COMBINATION AND CONTINGENT CONSIDERATION | 6 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION AND CONTINGENT CONSIDERATION | BUSINESS COMBINATION AND CONTINGENT CONSIDERATION Business Combination In January and February 2019, National Tax acquired certain assets of three tax preparation and accounting businesses that per accounting guidance were deemed to be a business combination. The consideration for the transactions consisted of cash payments at closing totaling $387,000 , and contingent consideration payable in cash having a fair value of $1,428,000 , for which liabilities (included in accounts payable and accrued expenses) were recognized based on the estimated acquisition date fair value of the potential earn-outs. The earn-outs are based on revenue, as defined in the acquisition agreements, during various periods following the closing. The fair values of the acquired assets totaling $1,815,000 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 condensed 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 six months ended March 31, 2019 related to acquisitions: Fair value of contingent consideration at September 30, 2018 $ 744,000 Fair value of contingent consideration in connection with 2019 acquisitions 1,428,000 Payments (105,000 ) Change in fair value 27,000 Fair value of contingent consideration at March 31, 2019 $ 2,094,000 ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY On November 14, 2018, B. Riley Financial, Inc. (“B. Riley”) and FBIO Acquisition, Inc. (“FBIO Acquisition”), a subsidiary of Fortress Biotech, Inc. (“Fortress”), 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 agreed to purchase 7,037,482 shares of the Company's common stock from FBIO Acquisition, which represented 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. After approval from FINRA was received on February 4, 2019, B. Riley purchased an additional 3,149,496 shares of the Company's common stock on February 11, 2019 and assigned its right to purchase the remaining 877,932 shares to third parties. Further, in connection with the FBIO 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. 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 the Company 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. Upon final closing of the FBIO Sale, the warrants held by FBIO Acquisition ceased to be outstanding. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Intangibles consisted of the following at March 31, 2019 and September 30, 2018 : March 31, 2019 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 9,326,000 $ 4,034,000 $ 5,292,000 3-10 Brand name 710,000 — 710,000 Indefinite Software license 45,000 19,000 26,000 3 $ 10,081,000 $ 4,053,000 $ 6,028,000 September 30, 2018 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 7,511,000 $ 3,525,000 $ 3,986,000 3-10 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 Amortization expense associated with intangible assets for the three months ended March 31, 2019 and 2018 was $289,000 and $220,000 , respectively. Amortization expense associated with intangible assets for the six months ended March 31, 2019 and 2018 was $517,000 and $430,000 , respectively. The estimated future amortization expense of the finite lived intangible assets for the next five fiscal years and thereafter is as follows: Fiscal year ending Six months ending September 30, 2019 $ 587,000 2020 1,103,000 2021 1,092,000 2022 1,034,000 2023 781,000 Thereafter 721,000 Total $ 5,318,000 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of March 31, 2019 and September 30, 2018 consist of the following: March 31, September 30, Legal $ 848,000 $ 448,000 Audit 177,000 411,000 Telecommunications 254,000 240,000 Data services 377,000 370,000 Regulatory 410,000 335,000 Settlements 2,755,000 825,000 Contingent consideration payable 2,094,000 744,000 Deferred rent 725,000 670,000 Other 3,897,000 3,976,000 Total $ 11,537,000 $ 8,019,000 At March 31, 2019 , other primarily consists of $380,000 for investment banking deal expense accruals, $1,243,000 for soft dollar accruals, $213,000 for sales and use tax accrual, $130,000 for tax return preparation fees and $413,000 for the finance obligation of the annual subscription fee and implementation costs of the new general ledger system. At September 30, 2018 , 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. In December 2018, the Company entered into an agreement for 12 months to finance the annual subscription fee of the new general ledger system in the amount of $308,000 . The related asset is included in other assets in the condensed consolidated statements of financial condition. In January 2019, the Company entered into an agreement for 36 months to finance the implementation costs of the new general ledger system in the amount of $217,000 . The related asset is included in fixed assets in the condensed consolidated statements of financial condition. |
PER SHARE DATA
PER SHARE DATA | 6 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
PER SHARE DATA | PER SHARE DATA Basic net income (loss) per share of common stock attributable to the Company is computed on the basis of the weighted average number of shares of common stock outstanding. Diluted net income (loss) per share is computed on the basis of such weighted average number of shares of common stock outstanding plus the dilutive effect of incremental shares of common stock potentially issuable under outstanding options, warrants and unvested restricted stock units utilizing the treasury stock method. A reconciliation of basic and diluted common shares used in the computation of per share data follows: Three Month Period Ended March 31, Six Month Period Ended March 31, 2019 2018 2019 2018 Basic weighted-average shares 12,714,002 12,457,043 12,628,606 12,447,321 Effect of dilutive securities: Unvested restricted stock units — — — — Diluted weighted-average shares 12,714,002 12,457,043 12,628,606 12,447,321 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 and the Company is at a net loss position for these periods: Three Month Period Ended March 31, Six Month Period Ended March 31, 2019 2018 2019 2018 Options 610,200 612,000 610,200 618,000 Warrants 5,398,907 12,437,916 8,917,667 12,437,916 Unvested restricted stock units 249,332 291,082 124,666 184,410 6,258,439 13,340,998 9,652,533 13,240,326 |
OFF BALANCE SHEET RISK AND CONC
OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK | 6 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK | OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK The Company is engaged in trading and providing a broad range of securities brokerage and investment services to a diverse group of retail and institutional clientele, as well as corporate finance and investment banking services to corporations and businesses. Counterparties to the Company’s business activities include broker-dealers and clearing organizations, banks and other financial institutions. The Company uses clearing brokers to process transactions and maintain customer accounts for the Company on a fee basis. The Company permits the clearing firms to extend credit to its clientele secured by cash and securities in the client’s account. The Company’s exposure to credit risk associated with the non-performance by its customers and counterparties in fulfilling their contractual obligations can be directly impacted by volatile or illiquid trading markets, which may impair the ability of customers and counterparties to satisfy their obligations to the Company. The Company has agreed to indemnify the clearing brokers for losses they incur while extending credit to the Company’s clients. It is the Company’s policy to review, as necessary, the credit standing of its customers and counterparties. Amounts due from customers that are considered uncollectible by the clearing broker are charged back to the Company by the clearing broker when such amounts become determinable. Upon notification of a charge back, such amounts, in total or in part, are then either (i) collected from the customers, (ii) charged to the broker initiating the transaction and/or (iii) charged to operations, based on the particular facts and circumstances. The Company maintains cash in bank deposits, which, at times, may exceed federally insured limits. The Company has not experienced and does not expect to experience losses on such accounts. To the extent the Company invests in marketable securities, the Company is subject to various market risks related to the portfolio. |
NEW ACCOUNTING GUIDANCE
NEW ACCOUNTING GUIDANCE | 6 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING GUIDANCE | NEW ACCOUNTING GUIDANCE In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue From Contracts With Customers (Topic 606) which creates a single, principle-based model for revenue recognition and expands and improves disclosures about revenue. The new guidance was effective for the Company beginning October 1, 2018, and was adopted using 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 investment banking 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 expensed 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 clients reimbursements and are not netted against revenue). The new revenue standard requires enhanced disclosures, which are included in Note 21 to the Company's condensed consolidated financial statements for the three and six months ended March 31, 2019. 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 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 was effective for the Company beginning October 1, 2018 for both interim and annual periods. The Company adopted ASU No. 2016-15 as of October 1, 2018. The adoption of this update did not impact the Company’s consolidated financial statements and related disclosures. 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 was effective for the Company beginning October 1, 2018 for both interim and annual periods. The Company adopted ASU No. 2016-18 as of October 1, 2018. The adoption of this update did not materially impact the Company’s consolidated financial statements and related disclosures. 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 was effective for the Company beginning October 1, 2018 for both interim and annual periods. The company adopted ASU 2017-01 as of October 1, 2018. Upon adoption of ASU 2017-01, there was no significant impact to the Company’s consolidated financial condition or results of operations. 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 was effective for the Company beginning October 1, 2018 for both interim and annual periods. The Company adopted ASU No. 2017-09 as of October 1, 2018. The adoption of this update did not impact the Company’s consolidated financial statements and related disclosures. 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases The Company leases office space in various states expiring at various dates through December 2028, and as of March 31, 2019 , is committed under operating leases for future minimum lease payments as shown in the table below. In October 2018, the Company entered into an agreement to lease equipment under a capital lease for 24 months . The equipment under the lease is collateral for the lease obligation and is included within fixed assets in the condensed consolidated statements of financial condition. The leased equipment is amortized on a straight line basis over 7 years . The interest rate related to the lease obligation is 5.6 percent and the maturity date is September 2020. The capital lease obligation is included within other liabilities in the condensed consolidated statements of financial condition. Fiscal Year Ending September 30, Operating Leases Capital Lease Six months ending September 30, 2019 $ 1,533,000 $ 123,000 2020 3,002,000 297,000 2021 2,620,000 — 2022 1,833,000 — 2023 1,700,000 — Thereafter 4,258,000 — Total minimum lease payments $ 14,946,000 $ 420,000 Less: Amounts representing interest not yet incurred 20,000 Present value of capital lease obligations $ 400,000 The total amount of rent payable under the leases is recognized on a straight line basis over the term of the leases. Rental expense under all operating leases, excluding sublease income, for the three months ended March 31, 2019 and 2018 was $953,000 and $1,051,000 , respectively. Rental expense under all operating leases, excluding sublease income, for the six months ended March 31, 2019 and 2018 was $1,903,000 and $2,091,000 , respectively. Sublease income under all operating subleases for the three months ended March 31, 2019 and 2018 was approximately $0 and $(43,000) , respectively. Sublease income under all operating subleases for the six months ended March 31, 2019 and 2018 was approximately $51,000 and $90,000 , respectively. During the three and six months ended March 31, 2018, sublease income includes a charge of approximately $180,000 for sublease receivable deemed uncollectible. As of March 31, 2019 , the Company and its subsidiaries had one outstanding letter of credit, which has been issued in the maximum amount of $1,158,000 as security for property leases, and which is collateralized by the restricted cash as reflected in the condensed consolidated statements of financial condition. Litigation and Regulatory Matters The Company and its subsidiaries are defendants or respondents in various pending and threatened arbitrations, administrative proceedings and lawsuits seeking compensatory damages. Several cases have no stated alleged damages. Claim amounts are infrequently indicative of the actual amounts the Company will be liable for, if any. Further, the Company has a history of collecting amounts awarded in these types of matters from its registered representatives that are still affiliated, as well as from those that are no longer affiliated. Many of these claimants also seek, in addition to compensatory damages, punitive or treble damages, and all seek interest, costs and fees. These matters arise in the normal course of business. The Company intends to vigorously defend itself in these actions, and the ultimate outcome of these matters cannot be determined at this time. Liabilities for potential losses from complaints, legal actions, government investigations and proceedings are established where 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 the Company’s estimates of the impact of developments, rulings, advice of counsel and any other information pertinent to a particular matter. Because of the inherent difficulty in predicting the ultimate outcome of legal and regulatory actions, management cannot predict with certainty the eventual loss or range of loss related to such matters. At March 31, 2019 and September 30, 2018 , the Company accrued approximately $2,755,000 and $825,000 , respectively. These amounts are included in accounts payable and accrued expenses in the condensed consolidated statements of financial condition. Amounts charged to operations for settlements and potential losses during the three months ended March 31, 2019 and 2018 were $1,960,000 and $414,000 , respectively, and during the six months ended March 31, 2019 and 2018 , were $2,483,000 and $660,000 , respectively. These amounts are included in other administrative expenses in the condensed consolidated statements of operations. The Company has included in professional fees litigation and arbitration related expenses of $417,000 and $(10,000) for the three months ended March 31, 2019 and 2018 , respectively, and $888,000 and $341,000 for the six months ended March 31, 2019 and 2018 , respectively. Chargebacks for litigation and arbitration related expenses recorded during the three months ended March 31, 2018 exceeded the expense recorded. |
NET CAPITAL REQUIREMENTS
NET CAPITAL REQUIREMENTS | 6 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NET CAPITAL REQUIREMENTS | NET CAPITAL REQUIREMENTS 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 March 31, 2019 , NSC had net capital of $8,322,154 which was $7,322,154 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Stock Options Information with respect to stock option activity during the six months ended March 31, 2019 follows: Options Weighted Weighted Weighted Aggregate Outstanding at September 30, 2018 612,000 $ 6.23 $ 1.59 3.27 $ — Forfeited (1,800 ) $ 5.00 $ 2.30 $ — Outstanding at March 31, 2019 610,200 $ 6.19 $ 1.59 2.76 $ — Vested and exercisable at March 31, 2019 610,200 $ 6.19 $ 1.59 2.76 $ — All compensation expense associated with the grants of stock options was recognized in prior years. Warrants The following table summarizes information about warrant activity during the six months ended March 31, 2019 : Warrants Weighted Weighted Average Remaining Contractual Term Outstanding at September 30, 2018 12,436,427 $ 3.25 3.30 Exercised (38 ) $ 3.25 Forfeited or expired (7,037,482 ) $ 3.25 Outstanding and exercisable at March 31, 2019 5,398,907 $ 3.25 2.81 7,037,482 warrants held by FBIO Acquisition were forfeited due to the FBIO sale. See Note 18. Restricted Stock Units A summary of the Company's non-vested restricted stock units for the six months ended March 31, 2019 is as follows: Shares Weighted Non-vested restricted stock units at September 30, 2018 2,207,242 $ 7,302,000 Granted 1,713,252 5,133,000 Vested (334,622 ) (1,422,000 ) Forfeited (115,356 ) (374,000 ) Non-vested restricted stock units at March 31, 2019 3,470,516 $ 10,639,000 In November 2018, the Company granted 1,447,292 restricted stock units ("RSUs") to certain employees of the Company. RSUs vest based on service and certain performance and market conditions. The fair value of the RSU awards issued in November 2018 was $4,289,000 . In February 2019, the Company granted 265,960 RSUs to certain directors and employees of the Company. RSUs vest based on service and certain performance and market conditions. The fair value of the RSU awards issued in February 2019 was $843,000 . One RSU gives the right to one share of the Company’s common stock. RSUs 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 RSUs with a market condition. Compensation with respect to RSU awards is expensed on a straight-line basis over the vesting period. For the three and six months ended March 31, 2019 , the Company recognized compensation expense of $1,480,000 and $2,802,000 , respectively, related to RSUs. For the three and six months ended March 31, 2018 , the Company recognized compensation expense of $418,000 and $676,000 , respectively, related to RSUs. At March 31, 2019 , unrecognized compensation with respect to RSUs amounted to $6,440,000 , assuming all performance-based compensation will vest. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company files a consolidated federal income tax return and certain combined state and local income tax returns with its subsidiaries. Income taxes for the three and six month period ended March 31, 2019 and 2018 are based on the estimated annual effective tax rate. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. The effective tax rate for the three and six month period ended March 31, 2019 and 2018 differs from the federal statutory income tax rate principally due to non-deductible expenses and state and local income taxes. At March 31, 2019 , the Company's net deferred tax asset is principally comprised of net operating loss carryforwards. Management believes that is more likely than not that its deferred tax assets will be realized and, accordingly, has not provided a valuation allowance against such amount. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has two reportable segments. The brokerage and advisory services segment includes broker-dealer and investment advisory services, the sale of insurance products and licensed mortgage brokerage services provided by NSC, NAM, National Insurance, Prime Financial and GC. The tax and accounting services segment includes tax preparation and accounting services provided by National Tax. The Corporate pre-tax income (loss) consists of certain items that have not been allocated to reportable segments. Segment information for the three and six months ended March 31, 2019 and 2018 is as follows: Brokerage and Tax and Corporate Total Three Months Ended March 31, 2019 Revenues $ 42,578,000 $ 4,122,000 $ — $ 46,700,000 Pre-tax income (loss) (3,458,000 ) 1,576,000 (2,011,000 ) (a) (3,893,000 ) Assets 49,823,000 7,032,000 13,047,000 (b) 69,902,000 Depreciation and amortization 205,000 133,000 123,000 461,000 Interest 10,000 — — 10,000 Capital expenditures 160,000 44,000 645,000 849,000 2018 Revenues $ 56,478,000 $ 3,868,000 $ — $ 60,346,000 Pre-tax income (loss) 3,668,000 1,940,000 (6,282,000 ) (c) (674,000 ) Assets 51,638,000 4,635,000 9,660,000 (b) 65,933,000 Depreciation and amortization 181,000 63,000 135,000 379,000 Interest 2,000 — — 2,000 Capital expenditures 5,000 — — 5,000 Brokerage and Tax and Corporate Total Six Months Ended March 31, 2019 Revenues $ 99,910,000 $ 4,897,000 $ — $ 104,807,000 Pre-tax income (loss) (251,000 ) 1,073,000 (3,392,000 ) (a) (2,570,000 ) Assets 49,823,000 7,032,000 13,047,000 (b) 69,902,000 Depreciation and amortization 398,000 204,000 256,000 858,000 Interest 18,000 — — 18,000 Capital expenditures 171,000 71,000 758,000 1,000,000 2018 Revenues $ 106,034,000 $ 4,391,000 $ — $ 110,425,000 Pre-tax income (loss) 5,242,000 948,000 (12,631,000 ) (c) (6,441,000 ) Assets 51,638,000 4,635,000 9,660,000 (b) 65,933,000 Depreciation and amortization 367,000 121,000 270,000 758,000 Interest 5,000 — — 5,000 Capital expenditures 44,000 6,000 — 50,000 (a) Consists of professional fees, depreciation expense and other expenses not allocated to reportable segments by management. (b) Consists principally of deferred tax assets, cash, prepaid and fixed asset balances held at Corporate. (c) Consists of loss on the change in fair value of warrant liability and executive salaries and other expenses not allocated to reportable segments by management. |
ACQUISITION OF CONTROLLING INTE
ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY | 6 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY | BUSINESS COMBINATION AND CONTINGENT CONSIDERATION Business Combination In January and February 2019, National Tax acquired certain assets of three tax preparation and accounting businesses that per accounting guidance were deemed to be a business combination. The consideration for the transactions consisted of cash payments at closing totaling $387,000 , and contingent consideration payable in cash having a fair value of $1,428,000 , for which liabilities (included in accounts payable and accrued expenses) were recognized based on the estimated acquisition date fair value of the potential earn-outs. The earn-outs are based on revenue, as defined in the acquisition agreements, during various periods following the closing. The fair values of the acquired assets totaling $1,815,000 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 condensed 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 six months ended March 31, 2019 related to acquisitions: Fair value of contingent consideration at September 30, 2018 $ 744,000 Fair value of contingent consideration in connection with 2019 acquisitions 1,428,000 Payments (105,000 ) Change in fair value 27,000 Fair value of contingent consideration at March 31, 2019 $ 2,094,000 ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY On November 14, 2018, B. Riley Financial, Inc. (“B. Riley”) and FBIO Acquisition, Inc. (“FBIO Acquisition”), a subsidiary of Fortress Biotech, Inc. (“Fortress”), 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 agreed to purchase 7,037,482 shares of the Company's common stock from FBIO Acquisition, which represented 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. After approval from FINRA was received on February 4, 2019, B. Riley purchased an additional 3,149,496 shares of the Company's common stock on February 11, 2019 and assigned its right to purchase the remaining 877,932 shares to third parties. Further, in connection with the FBIO 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. 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 the Company 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. Upon final closing of the FBIO Sale, the warrants held by FBIO Acquisition ceased to be outstanding. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During the three months ended March 31, 2019 and 2018 , investment banking revenues included approximately $0 and $3,633,000 , respectively, of fees related to placement of securities for Fortress and subsidiaries of Fortress. During the six months ended March 31, 2019 and 2018 , investment banking revenues include approximately $0 and $4,931,000 , respectively, of fees related to placement of securities for Fortress and subsidiaries of Fortress. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 6 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES The Company has entered into agreements to provide investment banking and advisory services to numerous investment funds (the “Funds”) that are considered variable interest entities (“VIEs”) under the accounting guidance. These Funds are established primarily to make and manage investments in equity or convertible debt securities of privately held companies that the Company, as investment advisor to the Funds, believes possess innovative or disruptive technologies and present opportunities for an initial public offering (“IPO”) or other similar liquidity event within approximately one to five years from the date of investment. The Funds intend to hold the investments until an IPO or other similar liquidity event and then to make distributions to its investors when contractually permitted, estimated approximately six months following such IPO or liquidity event. The Company earns fees from the Funds in the form of placement agent fees and carried interest. For placement agent fees, the Company receives a cash fee of generally 7% to 10% of the amount of raised capital for the Funds and the fee is recognized at the time the placement services occurred. The Company receives carried interest as a percentage allocation ( 8% to 15% ) of the profits of the Funds as compensation for asset management services provided to the Funds and it is recognized at the time of distribution. Once fund investors have received distributions in an amount equal to one hundred percent ( 100% ) of their total capital contributions, the Company as the manager of the Funds will be entitled to share in any profits of the Funds to the extent of the carried interest. As the fee arrangements under such agreements are arm's-length and contain customary terms and conditions and represent compensation that is considered fair value for the services provided, the fee arrangements are not considered variable interests and accordingly, the Company does not consolidate such VIEs. Placement agent fees attributable to such arrangements for the three months ended March 31, 2019 and 2018 were $6,111,000 and $2,074,000 , respectively, and are included in investment banking in the condensed consolidated statements of operations. Placement agent fees attributable to such arrangements for the six months ended March 31, 2019 and 2018 were $25,090,000 and $8,290,000 , respectively, and are included in investment banking in the condensed consolidated statements of operations. Carried interest is recognized and recorded at the time of distribution and all contingencies are resolved. For the three and six months ended March 31, 2019 , no carried interest has been recorded as no distribution events have occurred related to the Funds. Based on the investment performance of the Funds as of March 31, 2019 , unrecognized carried interest under a hypothetical distribution was $32,436,000 and the related compensation expense associated was $19,419,000 . Carried interest is dependent on the market and will fluctuate until a distribution event occurs. |
REVENUES FROM CONTRACTS AND SIG
REVENUES FROM CONTRACTS AND SIGNIFICANT CUSTOMERS | 6 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES FROM CONTRACTS AND SIGNIFICANT CUSTOMERS | REVENUES FROM CONTRACTS AND SIGNIFICANT CUSTOMERS On October 1, 2018, the Company adopted Topic 606 applying the modified retrospective method to all contracts that were not completed as of October 1, 2018. Results for reporting periods beginning after October 1, 2018 were presented under Topic 606, while prior periods amounts were not adjusted and reported under the accounting standards in effect for the prior periods. The adoption of Topic 606 did not have a material impact on the Company's consolidated results of operations and financial condition. The Company recognizes revenue from contracts with customers when, or as, the Company satisfies its performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of influence, such as market volatility or the judgment and actions of third parties. Contract Assets Contract assets represent the Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer, excluding unconditional rights to consideration that are presented as receivables. Contract Liabilities Contract liabilities represent the Company’s obligation to deliver products or provide data to customers in the future for which cash has already been received. The following provides detailed information on the recognition of the Company’s revenues from contracts with customers: Commissions and Transaction Fees and Clearing Services . The Company earns commission and transaction fee and clearing services revenue based on the execution of transactions for clients primarily in equity and equity-related products. Trade execution, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Commission and transaction fee and clearing services revenues are recognized at a point in time on trade-date. Commission and transaction fee and clearing services revenues are generally paid on settlement date and the Company records a receivable between trade-date and payment on settlement date. Investment Banking . The Company provides clients with a full range of investment banking services. Investment banking services include underwriting and placement agent services in both the equity and debt, including private equity placements, initial public offerings, follow-on offerings and equity-linked convertible securities transactions and private debt. Underwriting and placement agent revenues are recognized at a point in time on trade-date, as the client obtains the control and benefit of the investment banking offering at that point. Costs associated with investment banking transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded and are recorded on a gross basis as the Company is acting as a principal in the arrangement. Any expenses reimbursed by the Company’s clients are recognized as investment banking revenues. The Company’s revenues from advisory services primarily consist of fees generated in connection with mergers and acquisition and advisory transactions. Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed, as the performance obligation is to successfully execute a specific transaction. Fees received prior to the completion of the transaction are deferred within other liabilities in the condensed consolidated statements of financial condition. A significant portion of the fees the Company receives for advisory services are considered variable as they are contingent upon a future event and are excluded from the transaction price until the uncertainty associated with the variable consideration is subsequently resolved, which is expected to occur upon achievement of the specified milestone. Payment for advisory services is generally due promptly upon completion of a specified milestone or, for retainer fees, periodically over the course of the engagement. The Company recognizes a receivable between the date of completion of the milestone and payment by the customer. Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related costs are expensed as incurred. All investment banking advisory expenses are recognized within their respective expense category on the condensed consolidated statements of operations and any expenses reimbursed by the clients are recognized as investment banking revenues. Investment Advisory/Asset Management Fees . The Company receives management and performance fees in connection with investment advisory services provided to various funds and accounts, which are satisfied over time and measured using a time elapsed measure of progress as the customer receives the benefits of the services evenly throughout the term of the contract. Management and performance fees are considered variable as they are subject to fluctuation (e.g., changes in assets under management, market performance) and/or are contingent on a future event during the measurement period (e.g., meeting a specified benchmark) and are recognized only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. Management fees are generally based on month-end assets under management or an agreed upon notional amount and are included in the transaction price at the end of each month when the assets under management or notional amount is known. Performance fees are received when the return on assets under management for a specified performance period exceed certain benchmark returns, “high-water marks” or other performance targets. The performance period related to performance fees is annual, semiannual or at the recognition of a liquidation event. Accordingly, performance fee revenue will generally be recognized only at the end of the performance period to the extent that the benchmark return has been met. Tax Preparation and Accounting. The Company charges fees in connection with tax preparation and accounting services. Revenues are recorded upon completion of the services. Disaggregation of Revenue The following presents the Company’s revenues from contracts with customers disaggregated by major business activity and segment for the three and six months ended March 31, 2019 : For the Three Months Ended Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues from customer contracts: Commissions and transaction fees and clearing services $ 24,389,000 $ — $ — $ 24,389,000 Investment banking 9,797,000 — — 9,797,000 Investment advisory 5,514,000 — — 5,514,000 Tax preparation and accounting — 4,122,000 — 4,122,000 Sub-total revenue from contracts with customers 39,700,000 4,122,000 — 43,822,000 Other revenue 2,878,000 — — 2,878,000 Total revenue $ 42,578,000 $ 4,122,000 $ — $ 46,700,000 For the Six Months Ended Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues from customer contracts: Commissions and transaction fees and clearing services $ 47,549,000 $ — $ — $ 47,549,000 Investment banking 36,868,000 — — 36,868,000 Investment advisory 11,372,000 — — 11,372,000 Tax preparation and accounting — 4,897,000 — 4,897,000 Sub-total revenue from contracts with customers 95,789,000 4,897,000 — 100,686,000 Other revenue 4,121,000 — — 4,121,000 Total revenue $ 99,910,000 $ 4,897,000 $ — $ 104,807,000 Information on Remaining Performance Obligations and Revenue Recognized from Past Performance The Company does not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at March 31, 2019 . Investment banking advisory fees that are contingent upon completion of a specific milestone are also excluded as the fees are considered variable and not included in the transaction price at March 31, 2019 . Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Contract Costs Incremental contract costs are expensed when incurred when the amortization period of the asset that would have been recognized is one year or less. Otherwise, incremental contract costs are recognized as an asset and amortized over time as services are provided to a customer. Practical Expedients The Company has applied Topic 606’s practical expedient that permits for the non-disclosure of the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company also applied Topic 606’s practical expedient that allows incremental contract costs to be expensed when incurred when the amortization period of the asset that would have been recognized is one year or less. |
NEW ACCOUNTING GUIDANCE (Polici
NEW ACCOUNTING GUIDANCE (Policies) | 6 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
New Accounting Guidance | In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue From Contracts With Customers (Topic 606) which creates a single, principle-based model for revenue recognition and expands and improves disclosures about revenue. The new guidance was effective for the Company beginning October 1, 2018, and was adopted using 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 investment banking 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 expensed 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 clients reimbursements and are not netted against revenue). The new revenue standard requires enhanced disclosures, which are included in Note 21 to the Company's condensed consolidated financial statements for the three and six months ended March 31, 2019. 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 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 was effective for the Company beginning October 1, 2018 for both interim and annual periods. The Company adopted ASU No. 2016-15 as of October 1, 2018. The adoption of this update did not impact the Company’s consolidated financial statements and related disclosures. 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 was effective for the Company beginning October 1, 2018 for both interim and annual periods. The Company adopted ASU No. 2016-18 as of October 1, 2018. The adoption of this update did not materially impact the Company’s consolidated financial statements and related disclosures. 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 was effective for the Company beginning October 1, 2018 for both interim and annual periods. The company adopted ASU 2017-01 as of October 1, 2018. Upon adoption of ASU 2017-01, there was no significant impact to the Company’s consolidated financial condition or results of operations. 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 was effective for the Company beginning October 1, 2018 for both interim and annual periods. The Company adopted ASU No. 2017-09 as of October 1, 2018. The adoption of this update did not impact the Company’s consolidated financial statements and related disclosures. 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. On October 1, 2018, the Company adopted Topic 606 applying the modified retrospective method to all contracts that were not completed as of October 1, 2018. Results for reporting periods beginning after October 1, 2018 were presented under Topic 606, while prior periods amounts were not adjusted and reported under the accounting standards in effect for the prior periods. The adoption of Topic 606 did not have a material impact on the Company's consolidated results of operations and financial condition. |
Revenues from Contracts with Customers | Information on Remaining Performance Obligations and Revenue Recognized from Past Performance The Company does not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at March 31, 2019 . Investment banking advisory fees that are contingent upon completion of a specific milestone are also excluded as the fees are considered variable and not included in the transaction price at March 31, 2019 . Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Contract Costs Incremental contract costs are expensed when incurred when the amortization period of the asset that would have been recognized is one year or less. Otherwise, incremental contract costs are recognized as an asset and amortized over time as services are provided to a customer. Practical Expedients The Company has applied Topic 606’s practical expedient that permits for the non-disclosure of the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company also applied Topic 606’s practical expedient that allows incremental contract costs to be expensed when incurred when the amortization period of the asset that would have been recognized is one year or less. The Company recognizes revenue from contracts with customers when, or as, the Company satisfies its performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of influence, such as market volatility or the judgment and actions of third parties. Contract Assets Contract assets represent the Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer, excluding unconditional rights to consideration that are presented as receivables. Contract Liabilities Contract liabilities represent the Company’s obligation to deliver products or provide data to customers in the future for which cash has already been received. The following provides detailed information on the recognition of the Company’s revenues from contracts with customers: Commissions and Transaction Fees and Clearing Services . The Company earns commission and transaction fee and clearing services revenue based on the execution of transactions for clients primarily in equity and equity-related products. Trade execution, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Commission and transaction fee and clearing services revenues are recognized at a point in time on trade-date. Commission and transaction fee and clearing services revenues are generally paid on settlement date and the Company records a receivable between trade-date and payment on settlement date. Investment Banking . The Company provides clients with a full range of investment banking services. Investment banking services include underwriting and placement agent services in both the equity and debt, including private equity placements, initial public offerings, follow-on offerings and equity-linked convertible securities transactions and private debt. Underwriting and placement agent revenues are recognized at a point in time on trade-date, as the client obtains the control and benefit of the investment banking offering at that point. Costs associated with investment banking transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded and are recorded on a gross basis as the Company is acting as a principal in the arrangement. Any expenses reimbursed by the Company’s clients are recognized as investment banking revenues. The Company’s revenues from advisory services primarily consist of fees generated in connection with mergers and acquisition and advisory transactions. Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed, as the performance obligation is to successfully execute a specific transaction. Fees received prior to the completion of the transaction are deferred within other liabilities in the condensed consolidated statements of financial condition. A significant portion of the fees the Company receives for advisory services are considered variable as they are contingent upon a future event and are excluded from the transaction price until the uncertainty associated with the variable consideration is subsequently resolved, which is expected to occur upon achievement of the specified milestone. Payment for advisory services is generally due promptly upon completion of a specified milestone or, for retainer fees, periodically over the course of the engagement. The Company recognizes a receivable between the date of completion of the milestone and payment by the customer. Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related costs are expensed as incurred. All investment banking advisory expenses are recognized within their respective expense category on the condensed consolidated statements of operations and any expenses reimbursed by the clients are recognized as investment banking revenues. Investment Advisory/Asset Management Fees . The Company receives management and performance fees in connection with investment advisory services provided to various funds and accounts, which are satisfied over time and measured using a time elapsed measure of progress as the customer receives the benefits of the services evenly throughout the term of the contract. Management and performance fees are considered variable as they are subject to fluctuation (e.g., changes in assets under management, market performance) and/or are contingent on a future event during the measurement period (e.g., meeting a specified benchmark) and are recognized only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. Management fees are generally based on month-end assets under management or an agreed upon notional amount and are included in the transaction price at the end of each month when the assets under management or notional amount is known. Performance fees are received when the return on assets under management for a specified performance period exceed certain benchmark returns, “high-water marks” or other performance targets. The performance period related to performance fees is annual, semiannual or at the recognition of a liquidation event. Accordingly, performance fee revenue will generally be recognized only at the end of the performance period to the extent that the benchmark return has been met. Tax Preparation and Accounting. The Company charges fees in connection with tax preparation and accounting services. Revenues are recorded upon completion of the services. |
RECEIVEABLES FROM BROKER-DEAL_2
RECEIVEABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Brokers and Dealers [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Other receivables at March 31, 2019 and September 30, 2018 consist of the following: March 31, September 30, 2019 2018 Trailing fees $ 959,000 $ 1,086,000 Accounts receivable for tax and accounting services 1,172,000 661,000 Allowance for doubtful accounts - tax and accounting services (304,000 ) (286,000 ) Advances to registered representatives 757,000 393,000 Investment banking receivable 516,000 357,000 Advisory fees 464,000 559,000 Notes receivable 688,000 746,000 Other 888,000 749,000 Total other receivables, net $ 5,140,000 $ 4,265,000 |
FORGIVABLE LOANS RECEIVABLE (Ta
FORGIVABLE LOANS RECEIVABLE (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Forgivable Loan Activity | Forgivable loan activity for the six months ended March 31, 2019 is as follows: Balance, September 30, 2018 $ 1,567,000 Additions 315,000 Amortization (333,000 ) Reclassification to other receivables (105,000 ) Balance, March 31, 2019 $ 1,444,000 |
FAIR VALUE OF ASSETS AND LIAB_2
FAIR VALUE OF ASSETS AND LIABILITIES (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Carrying Values, Estimated Fair Values, and Fair Value Hierarchy of Financial Assets and Liabilities Measured on a Recurring Basis | The following tables present the carrying values and estimated fair values at March 31, 2019 and September 30, 2018 of financial assets and liabilities, excluding financial instruments that are carried at fair value on a recurring basis, and information is provided on their classification within the fair value hierarchy. Such instruments are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk. March 31, 2019 Assets Carrying Value Level 1 Level 2 Total Estimated Fair Value Cash $ 25,881,000 $ 25,881,000 $ — $ 25,881,000 Cash deposits with clearing organizations 336,000 336,000 — 336,000 Receivables from broker-dealers and clearing organizations 3,451,000 — 3,451,000 3,451,000 Forgivable loans receivable 1,444,000 — 1,444,000 1,444,000 Other Receivables, net 5,140,000 — 5,140,000 5,140,000 $ 36,252,000 $ 26,217,000 $ 10,035,000 $ 36,252,000 Liabilities Accrued commissions and payroll payable $ 9,614,000 $ — $ 9,614,000 $ 9,614,000 Accounts payable and accrued expenses (1) 9,443,000 — 9,443,000 9,443,000 $ 19,057,000 $ — $ 19,057,000 $ 19,057,000 (1) Excludes contingent consideration liabilities of $2,094,000 . 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 . The following tables present the financial assets and liabilities measured at fair value on a recurring basis at March 31, 2019 and September 30, 2018 : March 31, 2019 Assets Carrying Value Level 1 Level 2 Level 3 Total Estimated Fair Value Securities owned: Corporate stocks $ 905,000 $ 905,000 $ — $ — $ 905,000 Restricted stock 1,000,000 — 1,000,000 — 1,000,000 Warrants 5,701,000 — 2,266,000 3,435,000 5,701,000 $ 7,606,000 $ 905,000 $ 3,266,000 $ 3,435,000 $ 7,606,000 Liabilities Contingent consideration $ 2,094,000 $ — $ — $ 2,094,000 $ 2,094,000 $ 2,094,000 $ — $ — $ 2,094,000 $ 2,094,000 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 |
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 six months ended March 31, 2019 : Beginning Balance as of September 30, 2018 Net realized Gain or (losses) Net Change in Unrealized Appreciation (Depreciation) Purchases Sales Transfer Into Level 3 (a) Transfer Out of Level 3 (b) Ending Balance as of March 31, 2019 Assets Warrants $ 3,279,000 $ — $ 155,000 $ — $ — $ 150,000 $ (149,000 ) $ 3,435,000 (a) The Company received warrants as part of investment banking transactions. (b) Transfers out consist of a transfer to Level 2 of a warrant as the underlying security became a publicly registered security and a warrant exercise. |
Fair Value, Assets Measured on Recurring Basis | 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 $ 3,435,000 Market Approach Discount for lack of marketability Volatility 21% - 44% 56% - 122% |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed assets as of March 31, 2019 and September 30, 2018 consist of the following: March 31, September 30, Estimated Useful Lives Equipment and software $ 1,825,000 $ 2,299,000 3 - 7 Furniture and fixtures 503,000 439,000 5 Construction in process 838,000 271,000 N/A Leasehold improvements 1,786,000 1,453,000 Lesser of useful Capital leases (primarily composed of computer equipment) 1,249,000 739,000 3 - 7 6,201,000 5,201,000 Less accumulated depreciation and amortization (2,871,000 ) (2,530,000 ) Fixed assets, net $ 3,330,000 $ 2,671,000 |
BUSINESS COMBINATION AND CONT_2
BUSINESS COMBINATION AND CONTINGENT CONSIDERATION (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Changes in the Carrying Value in Contingent Consideration | Set below are changes in the carrying value of contingent consideration for the six months ended March 31, 2019 related to acquisitions: Fair value of contingent consideration at September 30, 2018 $ 744,000 Fair value of contingent consideration in connection with 2019 acquisitions 1,428,000 Payments (105,000 ) Change in fair value 27,000 Fair value of contingent consideration at March 31, 2019 $ 2,094,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangibles consisted of the following at March 31, 2019 and September 30, 2018 : March 31, 2019 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 9,326,000 $ 4,034,000 $ 5,292,000 3-10 Brand name 710,000 — 710,000 Indefinite Software license 45,000 19,000 26,000 3 $ 10,081,000 $ 4,053,000 $ 6,028,000 September 30, 2018 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 7,511,000 $ 3,525,000 $ 3,986,000 3-10 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 |
Schedule of Indefinite-Lived Intangible Assets | Intangibles consisted of the following at March 31, 2019 and September 30, 2018 : March 31, 2019 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 9,326,000 $ 4,034,000 $ 5,292,000 3-10 Brand name 710,000 — 710,000 Indefinite Software license 45,000 19,000 26,000 3 $ 10,081,000 $ 4,053,000 $ 6,028,000 September 30, 2018 Intangible asset Cost Accumulated Amortization Carrying Value Estimated Customer relationships $ 7,511,000 $ 3,525,000 $ 3,986,000 3-10 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 |
Estimated Future Amortization Expense | The estimated future amortization expense of the finite lived intangible assets for the next five fiscal years and thereafter is as follows: Fiscal year ending Six months ending September 30, 2019 $ 587,000 2020 1,103,000 2021 1,092,000 2022 1,034,000 2023 781,000 Thereafter 721,000 Total $ 5,318,000 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of March 31, 2019 and September 30, 2018 consist of the following: March 31, September 30, Legal $ 848,000 $ 448,000 Audit 177,000 411,000 Telecommunications 254,000 240,000 Data services 377,000 370,000 Regulatory 410,000 335,000 Settlements 2,755,000 825,000 Contingent consideration payable 2,094,000 744,000 Deferred rent 725,000 670,000 Other 3,897,000 3,976,000 Total $ 11,537,000 $ 8,019,000 |
PER SHARE DATA (Tables)
PER SHARE DATA (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Common Shares | A reconciliation of basic and diluted common shares used in the computation of per share data follows: Three Month Period Ended March 31, Six Month Period Ended March 31, 2019 2018 2019 2018 Basic weighted-average shares 12,714,002 12,457,043 12,628,606 12,447,321 Effect of dilutive securities: Unvested restricted stock units — — — — Diluted weighted-average shares 12,714,002 12,457,043 12,628,606 12,447,321 |
Potential Common Share Equivalents Excluded from Diluted Computation | The following potential common share equivalents are not included in the above diluted computation because to do so would be anti-dilutive as the instruments are out of the money and the Company is at a net loss position for these periods: Three Month Period Ended March 31, Six Month Period Ended March 31, 2019 2018 2019 2018 Options 610,200 612,000 610,200 618,000 Warrants 5,398,907 12,437,916 8,917,667 12,437,916 Unvested restricted stock units 249,332 291,082 124,666 184,410 6,258,439 13,340,998 9,652,533 13,240,326 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments | Fiscal Year Ending September 30, Operating Leases Capital Lease Six months ending September 30, 2019 $ 1,533,000 $ 123,000 2020 3,002,000 297,000 2021 2,620,000 — 2022 1,833,000 — 2023 1,700,000 — Thereafter 4,258,000 — Total minimum lease payments $ 14,946,000 $ 420,000 Less: Amounts representing interest not yet incurred 20,000 Present value of capital lease obligations $ 400,000 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Activity | Information with respect to stock option activity during the six months ended March 31, 2019 follows: Options Weighted Weighted Weighted Aggregate Outstanding at September 30, 2018 612,000 $ 6.23 $ 1.59 3.27 $ — Forfeited (1,800 ) $ 5.00 $ 2.30 $ — Outstanding at March 31, 2019 610,200 $ 6.19 $ 1.59 2.76 $ — Vested and exercisable at March 31, 2019 610,200 $ 6.19 $ 1.59 2.76 $ — |
Warrant Activity | The following table summarizes information about warrant activity during the six months ended March 31, 2019 : Warrants Weighted Weighted Average Remaining Contractual Term Outstanding at September 30, 2018 12,436,427 $ 3.25 3.30 Exercised (38 ) $ 3.25 Forfeited or expired (7,037,482 ) $ 3.25 Outstanding and exercisable at March 31, 2019 5,398,907 $ 3.25 2.81 |
Nonvested Restricted Stock Activity | A summary of the Company's non-vested restricted stock units for the six months ended March 31, 2019 is as follows: Shares Weighted Non-vested restricted stock units at September 30, 2018 2,207,242 $ 7,302,000 Granted 1,713,252 5,133,000 Vested (334,622 ) (1,422,000 ) Forfeited (115,356 ) (374,000 ) Non-vested restricted stock units at March 31, 2019 3,470,516 $ 10,639,000 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment information for the three and six months ended March 31, 2019 and 2018 is as follows: Brokerage and Tax and Corporate Total Three Months Ended March 31, 2019 Revenues $ 42,578,000 $ 4,122,000 $ — $ 46,700,000 Pre-tax income (loss) (3,458,000 ) 1,576,000 (2,011,000 ) (a) (3,893,000 ) Assets 49,823,000 7,032,000 13,047,000 (b) 69,902,000 Depreciation and amortization 205,000 133,000 123,000 461,000 Interest 10,000 — — 10,000 Capital expenditures 160,000 44,000 645,000 849,000 2018 Revenues $ 56,478,000 $ 3,868,000 $ — $ 60,346,000 Pre-tax income (loss) 3,668,000 1,940,000 (6,282,000 ) (c) (674,000 ) Assets 51,638,000 4,635,000 9,660,000 (b) 65,933,000 Depreciation and amortization 181,000 63,000 135,000 379,000 Interest 2,000 — — 2,000 Capital expenditures 5,000 — — 5,000 Brokerage and Tax and Corporate Total Six Months Ended March 31, 2019 Revenues $ 99,910,000 $ 4,897,000 $ — $ 104,807,000 Pre-tax income (loss) (251,000 ) 1,073,000 (3,392,000 ) (a) (2,570,000 ) Assets 49,823,000 7,032,000 13,047,000 (b) 69,902,000 Depreciation and amortization 398,000 204,000 256,000 858,000 Interest 18,000 — — 18,000 Capital expenditures 171,000 71,000 758,000 1,000,000 2018 Revenues $ 106,034,000 $ 4,391,000 $ — $ 110,425,000 Pre-tax income (loss) 5,242,000 948,000 (12,631,000 ) (c) (6,441,000 ) Assets 51,638,000 4,635,000 9,660,000 (b) 65,933,000 Depreciation and amortization 367,000 121,000 270,000 758,000 Interest 5,000 — — 5,000 Capital expenditures 44,000 6,000 — 50,000 (a) Consists of professional fees, depreciation expense and other expenses not allocated to reportable segments by management. (b) Consists principally of deferred tax assets, cash, prepaid and fixed asset balances held at Corporate. (c) Consists of loss on the change in fair value of warrant liability and executive salaries and other expenses not allocated to reportable segments by management. |
REVENUES FROM CONTRACTS AND S_2
REVENUES FROM CONTRACTS AND SIGNIFICANT CUSTOMERS (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following presents the Company’s revenues from contracts with customers disaggregated by major business activity and segment for the three and six months ended March 31, 2019 : For the Three Months Ended Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues from customer contracts: Commissions and transaction fees and clearing services $ 24,389,000 $ — $ — $ 24,389,000 Investment banking 9,797,000 — — 9,797,000 Investment advisory 5,514,000 — — 5,514,000 Tax preparation and accounting — 4,122,000 — 4,122,000 Sub-total revenue from contracts with customers 39,700,000 4,122,000 — 43,822,000 Other revenue 2,878,000 — — 2,878,000 Total revenue $ 42,578,000 $ 4,122,000 $ — $ 46,700,000 For the Six Months Ended Brokerage and Advisory Services Tax and Accounting Services Corporate Total Revenues from customer contracts: Commissions and transaction fees and clearing services $ 47,549,000 $ — $ — $ 47,549,000 Investment banking 36,868,000 — — 36,868,000 Investment advisory 11,372,000 — — 11,372,000 Tax preparation and accounting — 4,897,000 — 4,897,000 Sub-total revenue from contracts with customers 95,789,000 4,897,000 — 100,686,000 Other revenue 4,121,000 — — 4,121,000 Total revenue $ 99,910,000 $ 4,897,000 $ — $ 104,807,000 |
RECEIVEABLES FROM BROKER-DEAL_3
RECEIVEABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Sep. 30, 2018 |
Brokers and Dealers [Abstract] | ||
Receivables from broker-dealers and clearing organizations | $ 3,451 | $ 3,967 |
RECEIVEABLES FROM BROKER-DEAL_4
RECEIVEABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES - Schedule of Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Sep. 30, 2018 |
Brokers and Dealers [Abstract] | ||
Trailing fees | $ 959 | $ 1,086 |
Accounts receivable for tax and accounting services | 1,172 | 661 |
Allowance for doubtful accounts - tax and accounting services | (304) | (286) |
Advances to registered representatives | 757 | 393 |
Investment banking receivable | 516 | 357 |
Advisory fees | 464 | 559 |
Notes receivable | 688 | 746 |
Other | 888 | 749 |
Total other receivables, net | $ 5,140 | $ 4,265 |
FORGIVABLE LOANS RECEIVABLE - N
FORGIVABLE LOANS RECEIVABLE - Narrative (Details) - USD ($) | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Forgiveness of loans balance | $ 333,000 | $ 310,000 | |
Loans Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | |
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest rate (as a percent) | 4.00% |
FORGIVABLE LOANS RECEIVABLE - F
FORGIVABLE LOANS RECEIVABLE - Forgivable Loan Activity (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2019USD ($) | |
Forgivable Loan Activity [Roll Forward] | |
Beginning balance | $ 1,567 |
Additions | 315 |
Amortization | (333) |
Reclassification to other receivables | (105) |
Ending balance | $ 1,444 |
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 | Mar. 31, 2019 | Sep. 30, 2018 |
Liabilities | ||
Contingent consideration liability | $ 2,094 | $ 744 |
Carrying Value | ||
Assets | ||
Receivables from broker-dealers and clearing organizations | 3,451 | 3,967 |
Forgivable loans receivable | 1,444 | 1,567 |
Other Receivables, net | 5,140 | 4,265 |
Total assets, excluding financial instruments | 36,252 | 38,055 |
Liabilities | ||
Accrued commissions and payroll payable | 9,614 | 12,862 |
Accounts payable and accrued expenses | 9,443 | 7,275 |
Total liabilities, excluding financial instruments | 19,057 | 20,137 |
Total Estimated Fair Value | ||
Assets | ||
Receivables from broker-dealers and clearing organizations | 3,451 | 3,967 |
Forgivable loans receivable | 1,444 | 1,567 |
Other Receivables, net | 5,140 | 4,265 |
Total assets, excluding financial instruments | 36,252 | 38,055 |
Liabilities | ||
Accrued commissions and payroll payable | 9,614 | 12,862 |
Accounts payable and accrued expenses | 9,443 | 7,275 |
Total liabilities, excluding financial instruments | 19,057 | 20,137 |
Total Estimated Fair Value | Level 1 | ||
Assets | ||
Receivables from broker-dealers and clearing organizations | 0 | 0 |
Forgivable loans receivable | 0 | 0 |
Other Receivables, net | 0 | 0 |
Total assets, excluding financial instruments | 26,217 | 28,256 |
Liabilities | ||
Accrued commissions and payroll payable | 0 | 0 |
Accounts payable and accrued expenses | 0 | 0 |
Total liabilities, excluding financial instruments | 0 | 0 |
Total Estimated Fair Value | Level 2 | ||
Assets | ||
Receivables from broker-dealers and clearing organizations | 3,451 | 3,967 |
Forgivable loans receivable | 1,444 | 1,567 |
Other Receivables, net | 5,140 | 4,265 |
Total assets, excluding financial instruments | 10,035 | 9,799 |
Liabilities | ||
Accrued commissions and payroll payable | 9,614 | 12,862 |
Accounts payable and accrued expenses | 9,443 | 7,275 |
Total liabilities, excluding financial instruments | 19,057 | 20,137 |
Cash | Carrying Value | ||
Assets | ||
Cash and cash equivalents | 25,881 | 27,920 |
Cash | Total Estimated Fair Value | ||
Assets | ||
Cash and cash equivalents | 25,881 | 27,920 |
Cash | Total Estimated Fair Value | Level 1 | ||
Assets | ||
Cash and cash equivalents | 25,881 | 27,920 |
Cash | Total Estimated Fair Value | Level 2 | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Cash deposits with clearing organizations | Carrying Value | ||
Assets | ||
Cash and cash equivalents | 336 | 336 |
Cash deposits with clearing organizations | Total Estimated Fair Value | ||
Assets | ||
Cash and cash equivalents | 336 | 336 |
Cash deposits with clearing organizations | Total Estimated Fair Value | Level 1 | ||
Assets | ||
Cash and cash equivalents | 336 | 336 |
Cash deposits with clearing organizations | Total Estimated Fair Value | 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 ($) $ in Thousands | Mar. 31, 2019 | Sep. 30, 2018 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 905 | $ 1,084 |
Liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 3,266 | 3,423 |
Liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 3,435 | 3,279 |
Liabilities | 2,094 | 744 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 7,606 | 7,786 |
Liabilities | 2,094 | 744 |
Total Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 7,606 | 7,786 |
Liabilities | 2,094 | 744 |
Contingent consideration | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Contingent consideration | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Contingent consideration | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 2,094 | 744 |
Contingent consideration | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 2,094 | 744 |
Contingent consideration | Total Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 2,094 | 744 |
Corporate stocks | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 905 | 1,084 |
Corporate stocks | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Corporate stocks | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Corporate stocks | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 905 | 1,084 |
Corporate stocks | Total Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 905 | 1,084 |
Restricted stock | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Restricted stock | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,000 | 670 |
Restricted stock | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Restricted stock | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,000 | 670 |
Restricted stock | Total Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 1,000 | 670 |
Warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Warrants | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,266 | 2,753 |
Warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 3,435 | 3,279 |
Warrants | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 5,701 | 6,032 |
Warrants | Total Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 5,701 | $ 6,032 |
FAIR VALUE OF ASSETS AND LIAB_5
FAIR VALUE OF ASSETS AND LIABILITIES - Schedule of Assets Measured on Recurring Basis, Unobservable Inputs (Details) - Warrants - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2019 | Mar. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance as of September 30, 2018 | $ 3,279 | |
Net realized Gain or (losses) | $ 0 | |
Net Change in Unrealized Appreciation (Depreciation) | 155 | |
Purchases | 0 | |
Sales | 0 | |
Transfer Into Level 3 | 150 | |
Transfer Out of Level 3 | (149) | |
Ending Balance as of March 31, 2019 | $ 3,435 | $ 3,435 |
FAIR VALUE OF ASSETS AND LIAB_6
FAIR VALUE OF ASSETS AND LIABILITIES - Schedule of Fair Value Inputs and Valuation Techniques (Details) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized loss for the change in fair value | $ 723 | $ 469 | |
Minimum | Valuation, Market Approach | Measurement Input, Discount for Lack of Marketability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement inputs of warrants | 0.21 | ||
Minimum | Valuation, Market Approach | Measurement Input, Price Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement inputs of warrants | 0.56 | ||
Maximum | Valuation, Market Approach | Measurement Input, Discount for Lack of Marketability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement inputs of warrants | 0.44 | ||
Maximum | Valuation, Market Approach | Measurement Input, Price Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement inputs of warrants | 1.22 | ||
Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrants | $ 3,435 | $ 3,279 |
FIXED ASSETS - Fixed Assets (De
FIXED ASSETS - Fixed Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 6,201 | $ 5,201 |
Less accumulated depreciation and amortization | (2,871) | (2,530) |
Fixed assets, net | 3,330 | 2,671 |
Equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 1,825 | 2,299 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 503 | 439 |
Estimated Useful Lives | 5 years | |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 838 | 271 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 1,786 | 1,453 |
Capital leases (primarily composed of computer equipment) | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 1,249 | $ 739 |
Minimum | Equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | |
Minimum | Capital leases (primarily composed of computer equipment) | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | |
Maximum | Equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Maximum | Capital leases (primarily composed of computer equipment) | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years |
FIXED ASSETS - Narrative (Detai
FIXED ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 172 | $ 159 | $ 341 | $ 328 |
BUSINESS COMBINATION AND CONT_3
BUSINESS COMBINATION AND CONTINGENT CONSIDERATION - Narrative (Details) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2019USD ($)business | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($) | |
Business Acquisition [Line Items] | |||
Number of businesses acquired | business | 3 | ||
Payments to acquire business | $ 387 | $ 187 | |
Contingent consideration liability | 2,094 | $ 744 | |
Certain Assets of a Tax Preparation and Accounting Business | |||
Business Acquisition [Line Items] | |||
Payments to acquire business | 387 | ||
Contingent consideration liability | 1,428 | ||
Customer relationships | Certain Assets of a Tax Preparation and Accounting Business | |||
Business Acquisition [Line Items] | |||
Assets acquired | $ 1,815 | ||
Estimated useful life | 7 years |
BUSINESS COMBINATION AND CONT_4
BUSINESS COMBINATION AND CONTINGENT CONSIDERATION - Changes in the Carrying Value in Contingent Consideration (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2019USD ($) | |
Contingent Consideration [Roll Forward] | |
Fair value of contingent consideration, beginning balance | $ 744 |
Fair value of contingent consideration in connection with 2019 acquisitions | 1,428 |
Payments | (105) |
Change in fair value | 27 |
Fair value of contingent consideration, ending balance | $ 2,094 |
INTANGIBLE ASSETS - Intangibles
INTANGIBLE ASSETS - Intangibles (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Sep. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 4,053 | $ 3,536 |
Cost, total | 10,081 | 8,266 |
Carrying value, total | 6,028 | 4,730 |
Brand name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 710 | 710 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,326 | 7,511 |
Accumulated Amortization | 4,034 | 3,525 |
Carrying Value | $ 5,292 | $ 3,986 |
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 | $ 45 |
Accumulated Amortization | 19 | 11 |
Carrying Value | $ 26 | $ 34 |
Estimated Useful Life (years) | 3 years | 3 years |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 289 | $ 220 | $ 517 | $ 430 |
INTANGIBLE ASSETS - Estimated F
INTANGIBLE ASSETS - Estimated Future Amortization Expense (Details) - Gilman $ in Thousands | Mar. 31, 2019USD ($) |
Fiscal year ending September 30, | |
Six months ending September 30, 2019 | $ 587 |
2020 | 1,103 |
2021 | 1,092 |
2022 | 1,034 |
2023 | 781 |
Thereafter | 721 |
Carrying Value | $ 5,318 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Schedule of Accounts Payable and Other Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Sep. 30, 2018 |
Payables and Accruals [Abstract] | ||
Legal | $ 848 | $ 448 |
Audit | 177 | 411 |
Telecommunications | 254 | 240 |
Data services | 377 | 370 |
Regulatory | 410 | 335 |
Settlements | 2,755 | 825 |
Contingent consideration payable | 2,094 | 744 |
Deferred rent | 725 | 670 |
Other | 3,897 | 3,976 |
Total | $ 11,537 | $ 8,019 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Jan. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Sep. 30, 2018 | |
Short-term Debt [Line Items] | ||||
Restitution payment accrual related to trailing fees | $ 380 | $ 739 | ||
Soft dollar accruals | 1,243 | 704 | ||
Sales and use tax accrual | 213 | 189 | ||
Accrued professional fees | 130 | |||
Financial obligation | 413 | |||
Investment banking deal expense accruals | $ 187 | |||
Annual Subscription Fee | ||||
Short-term Debt [Line Items] | ||||
Financial obligation | 308 | |||
Annual Subscription Fee | Product Financing Arrangement | ||||
Short-term Debt [Line Items] | ||||
Term of agreement | 12 months | |||
Professional Fees | ||||
Short-term Debt [Line Items] | ||||
Financial obligation | $ 217 | |||
Professional Fees | Product Financing Arrangement | ||||
Short-term Debt [Line Items] | ||||
Term of agreement | 36 months |
PER SHARE DATA - Reconciliation
PER SHARE DATA - Reconciliation of Basic and Diluted Common Shares (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Basic weighted-average shares (in shares) | 12,714,002 | 12,457,043 | 12,628,606 | 12,447,321 | 12,447,321 |
Diluted weighted-average shares (in shares) | 12,714,002 | 12,457,043 | 12,628,606 | 12,447,321 | 12,447,321 |
Unvested restricted stock units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Unvested restricted stock units (in shares) | 0 | 0 | 0 | 0 |
PER SHARE DATA - Potential Comm
PER SHARE DATA - Potential Common Share Equivalents Excluded from Diluted Computation (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 6,258,439 | 13,340,998 | 9,652,533 | 13,240,326 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 610,200 | 612,000 | 610,200 | 618,000 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 5,398,907 | 12,437,916 | 8,917,667 | 12,437,916 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 249,332 | 291,082 | 124,666 | 184,410 |
NEW ACCOUNTING GUIDANCE Narrati
NEW ACCOUNTING GUIDANCE Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Oct. 01, 2018 | Sep. 30, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Decrease to retained earnings | $ 41,789 | $ 39,825 | |
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Decrease to retained earnings | $ 135 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2018 | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)Letter_of_credit | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($) | |
Loss Contingencies [Line Items] | ||||||
Lease term | 24 months | |||||
Amortization period | 7 years | |||||
Interest rate on lease obligation | 5.60% | |||||
Rent expense | $ 953,000 | $ 1,051,000 | $ 1,903,000 | $ 2,091,000 | ||
Sublease income | 0 | (43,000) | 51,000 | 90,000 | ||
Sublease revenue uncollectible | 180,000 | 180,000 | ||||
Settlements and potential losses | 1,960,000 | 414,000 | 2,483,000 | 660,000 | ||
Pending Litigation | Professional Fees | ||||||
Loss Contingencies [Line Items] | ||||||
Legal fees | 417,000 | $ (10,000) | 888,000 | $ 341,000 | ||
Pending Litigation | Accounts Payable and Other Liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible loss | 2,755,000 | $ 2,755,000 | $ 825,000 | |||
Letter of Credit | ||||||
Loss Contingencies [Line Items] | ||||||
Number of letters of credit, outstanding | Letter_of_credit | 1 | |||||
Maximum borrowing capacity | $ 1,158,000 | $ 1,158,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Leases | |
Six months ending September 30, 2019 | $ 1,533 |
2020 | 3,002 |
2021 | 2,620 |
2022 | 1,833 |
2023 | 1,700 |
Thereafter | 4,258 |
Total minimum lease payments | 14,946 |
Capital Lease | |
Six months ending September 30, 2019 | 123 |
2020 | 297 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total minimum lease payments | 420 |
Less: Amounts representing interest not yet incurred | 20 |
Present value of capital lease obligations | $ 400 |
NET CAPITAL REQUIREMENTS (Detai
NET CAPITAL REQUIREMENTS (Details) - National Securities | Mar. 31, 2019USD ($) |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Net capital | $ 8,322,154 |
Alternative excess net capital | 7,322,154 |
SEC Requirement | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Minimum net capital required | $ 1,000,000 |
STOCKHOLDERS' EQUITY - Stock Op
STOCKHOLDERS' EQUITY - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Sep. 30, 2018 | |
Options | ||
Beginning balance (in shares) | 612,000 | |
Forfeited (in shares) | (1,800) | |
Ending balance (in shares) | 610,200 | 612,000 |
Vested and exercisable balance (in shares) | 610,200 | |
Weighted Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ 6.23 | |
Forfeited (in dollars per share) | 5 | |
Ending balance (in dollars per share) | 6.19 | $ 6.23 |
Vested and exercisable balance (in dollars per share) | 6.19 | |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | 1.59 | |
Forfeited (in dollars per share) | 2.30 | |
Ending balance (in dollars per share) | 1.59 | $ 1.59 |
Vested and exercisable balance (in dollars per share) | $ 1.59 | |
Weighted Average Remaining Contractual term (years) | ||
Balance outstanding | 2 years 9 months 5 days | 3 years 3 months 7 days |
Vested and exercisable balance | 2 years 9 months 5 days | |
Aggregate Intrinsic Value | ||
Balance outstanding | $ 0 | $ 0 |
Forfeited | 0 | |
Vested and exercisable balance | $ 0 |
STOCKHOLDERS' EQUITY - Warrant
STOCKHOLDERS' EQUITY - Warrant Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Sep. 30, 2018 | |
Warrants | ||
Warrants | ||
Beginning balance (in shares) | 12,436,427.3333333 | |
Forfeited or expired (in shares) | (7,037,482) | |
Ending balance (in shares) | 5,398,907 | 12,436,427.3333333 |
Weighted Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ 3.25 | |
Forfeited or expired (in dollars per share) | 3.25 | |
Ending balance (in dollars per share) | $ 3.25 | $ 3.25 |
Weighted Average Remaining Contractual Term | ||
Balance outstanding | 2 years 9 months 22 days | 3 years 3 months 18 days |
Warrants | ||
Warrants | ||
Exercised (in shares) | (38) | |
Weighted Average Exercise Price Per Share | ||
Exercised (in dollars per share) | $ 3.25 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) $ in Thousands | Nov. 14, 2018shares | Feb. 28, 2019USD ($)shares | Nov. 30, 2018USD ($)shares | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) |
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | shares | 1,713,252 | ||||||
Award conversion rate | 1 | ||||||
Stock based compensation expense | $ | $ 1,480 | $ 418 | $ 2,802 | $ 676 | |||
Unrecognized share base-compensation expense | $ | $ 6,440 | $ 6,440 | |||||
Employees | Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | shares | 265,960 | 1,447,292 | |||||
Fair value of awards issued | $ | $ 843 | $ 4,289 | |||||
FBIO Acquisitions Inc. | B. Riley Financial, Inc. | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares tendered (in shares) | shares | 7,037,482 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) $ in Thousands | 6 Months Ended |
Mar. 31, 2019USD ($)shares | |
Shares | |
Beginning balance (in shares) | shares | 2,207,242 |
Granted (in shares) | shares | 1,713,252 |
Vested (in shares) | shares | (334,622) |
Forfeited (in shares) | shares | (115,356) |
Ending balance (in shares) | shares | 3,470,516 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ | $ 7,302 |
Granted (in dollars per share) | $ | 5,133 |
Vested (in dollars per shares) | $ | (1,422) |
Forfeited (in dollars per share) | $ | (374) |
Ending balance (in dollars per share) | $ | $ 10,639 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 6 Months Ended |
Mar. 31, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT INFORMATION - Segment I
SEGMENT INFORMATION - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 46,700 | $ 60,346 | $ 104,807 | $ 110,425 | |
Pre-tax income (loss) | (3,893) | (674) | (2,570) | (6,441) | |
Assets | 69,902 | 65,933 | 69,902 | 65,933 | $ 68,449 |
Depreciation and amortization | 461 | 379 | 858 | 758 | |
Interest | 10 | 2 | 18 | 5 | |
Capital expenditures | 849 | 5 | 1,000 | 50 | |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Pre-tax income (loss) | (2,011) | (6,282) | (3,392) | (12,631) | |
Assets | 13,047 | 9,660 | 13,047 | 9,660 | |
Depreciation and amortization | 123 | 135 | 256 | 270 | |
Interest | 0 | 0 | 0 | 0 | |
Capital expenditures | 645 | 0 | 758 | 0 | |
Brokerage and Advisory Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 42,578 | 56,478 | 99,910 | 106,034 | |
Pre-tax income (loss) | (3,458) | 3,668 | (251) | 5,242 | |
Assets | 49,823 | 51,638 | 49,823 | 51,638 | |
Depreciation and amortization | 205 | 181 | 398 | 367 | |
Interest | 10 | 2 | 18 | 5 | |
Capital expenditures | 160 | 5 | 171 | 44 | |
Tax and Accounting Services | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 4,122 | 3,868 | 4,897 | 4,391 | |
Pre-tax income (loss) | 1,576 | 1,940 | 1,073 | 948 | |
Assets | 7,032 | 4,635 | 7,032 | 4,635 | |
Depreciation and amortization | 133 | 63 | 204 | 121 | |
Interest | 0 | 0 | 0 | 0 | |
Capital expenditures | $ 44 | $ 0 | $ 71 | $ 6 |
ACQUISITION OF CONTROLLING IN_2
ACQUISITION OF CONTROLLING INTEREST IN THE COMPANY - Narrative (Details) - FBIO Acquisitions Inc. - $ / shares | Feb. 11, 2019 | Nov. 14, 2018 |
B. Riley Financial, Inc. | ||
Business Acquisition [Line Items] | ||
Share price for acquisition (in dollars per share) | $ 3.25 | |
B. Riley Financial, Inc. | Common Stock | ||
Business Acquisition [Line Items] | ||
Number of shares tendered (in shares) | 7,037,482 | |
Percentage of voting interests acquired (as a percent) | 56.10% | |
Share price for acquisition (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 | B. Riley Financial, Inc. | Common Stock | ||
Business Acquisition [Line Items] | ||
Number of shares tendered (in shares) | 3,010,054 | |
Purchase After Period Of Time From FINRA Approval | B. Riley Financial, Inc. | Common Stock | ||
Business Acquisition [Line Items] | ||
Number of shares tendered (in shares) | 3,149,496 | |
Purchase After Period Of Time From FINRA Approval | Third Parties | Common Stock | ||
Business Acquisition [Line Items] | ||
Number of shares tendered (in shares) | 877,932 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transactions [Abstract] | ||||
Revenue from placement agent fees | $ 0 | $ 3,633 | $ 0 | $ 4,931 |
VARIABLE INTEREST ENTITIES - Na
VARIABLE INTEREST ENTITIES - Narrative (Details) - Variable Interest Entities - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Variable Interest Entity [Line Items] | ||||
Distribution threshold | 100.00% | |||
Investment banking and advisory fee revenue | $ 6,111 | $ 2,074 | $ 25,090 | $ 8,290 |
Carried interest | 32,436 | 32,436 | ||
Compensation expense related to liquidation of investments | $ 19,419 | $ 19,419 | ||
Minimum | ||||
Variable Interest Entity [Line Items] | ||||
Timing of liquidity event | 1 year | |||
Cash fee received | 7.00% | |||
Carried interest | 8.00% | |||
Maximum | ||||
Variable Interest Entity [Line Items] | ||||
Timing of liquidity event | 5 years | |||
Cash fee received | 10.00% | |||
Carried interest | 15.00% |
REVENUES FROM CONTRACTS AND S_3
REVENUES FROM CONTRACTS AND SIGNIFICANT CUSTOMERS - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 43,822 | $ 100,686 | ||
Other revenue | 2,878 | 4,121 | ||
Total Revenues | 46,700 | $ 60,346 | 104,807 | $ 110,425 |
Commissions and transaction fees and clearing services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 24,389 | 47,549 | ||
Investment banking | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 9,797 | 14,532 | 36,868 | 29,079 |
Investment advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 5,514 | 5,197 | 11,372 | 10,529 |
Tax preparation and accounting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 4,122 | 4,897 | ||
Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | ||
Other revenue | 0 | 0 | ||
Total Revenues | 0 | 0 | 0 | 0 |
Corporate | Commissions and transaction fees and clearing services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | ||
Corporate | Investment banking | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | ||
Corporate | Investment advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | ||
Corporate | Tax preparation and accounting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | ||
Brokerage and Advisory Services | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 39,700 | 95,789 | ||
Other revenue | 2,878 | 4,121 | ||
Total Revenues | 42,578 | 56,478 | 99,910 | 106,034 |
Brokerage and Advisory Services | Operating Segments | Commissions and transaction fees and clearing services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 24,389 | 47,549 | ||
Brokerage and Advisory Services | Operating Segments | Investment banking | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 9,797 | 36,868 | ||
Brokerage and Advisory Services | Operating Segments | Investment advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 5,514 | 11,372 | ||
Brokerage and Advisory Services | Operating Segments | Tax preparation and accounting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | ||
Tax and Accounting Services | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 4,122 | 4,897 | ||
Other revenue | 0 | 0 | ||
Total Revenues | 4,122 | $ 3,868 | 4,897 | $ 4,391 |
Tax and Accounting Services | Operating Segments | Commissions and transaction fees and clearing services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | ||
Tax and Accounting Services | Operating Segments | Investment banking | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | ||
Tax and Accounting Services | Operating Segments | Investment advisory | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | ||
Tax and Accounting Services | Operating Segments | Tax preparation and accounting | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 4,122 | $ 4,897 |
Uncategorized Items - nhld-2019
Label | Element | Value |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 46,800,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (135,000) |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 86,510,000 |
Common Stock [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 250,000 |
Shares, Issued | us-gaap_SharesIssued | 12,541,890 |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 0 |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | (39,960,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (135,000) |