Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 05, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Cohen & Co Inc. | ||
Entity Central Index Key | 1,270,436 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Trading Symbol | cohn | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 1,273,247 | ||
Entity Public Float | $ 10.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Assets | |||
Cash and cash equivalents | $ 22,933 | $ 15,216 | |
Receivables from brokers, dealers, and clearing agencies | 103,596 | 81,178 | |
Due from related parties | 545 | 57 | |
Other receivables | 3,513 | 5,225 | |
Investments-trading | 202,257 | 157,178 | |
Other investments, at fair value | 12,867 | 8,303 | |
Receivables under resale agreements | 1,680,883 | 281,821 | |
Goodwill | [1] | 7,992 | 7,992 |
Other assets | 1,672 | 4,301 | |
Total assets | 2,036,258 | 561,271 | |
Liabilities | |||
Payables to brokers, dealers, and clearing agencies | 130,558 | 85,761 | |
Due to related parties | 50 | ||
Accounts payable and other liabilities | 5,208 | 3,618 | |
Accrued compensation | 4,406 | 4,795 | |
Trading securities sold, not yet purchased | 91,887 | 85,183 | |
Securities sold under agreement to repurchase | 1,692,279 | 295,445 | |
Deferred income taxes | 2,855 | 4,134 | |
Redeemable financial instruments | 16,732 | 6,000 | |
Debt | 44,177 | 29,523 | |
Total liabilities | 1,988,102 | 514,509 | |
Commitments and contingencies (See note 25) | |||
Stockholders' Equity: | |||
Voting Non-Convertible Preferred Stock, $0.001 par value per share, 4,983,557 shares authorized, 4,983,557 shares issued and outstanding | 5 | 5 | |
Common Stock, $0.01 par value per share, 100,000,000 shares authorized, 1,213,022 and 1,208,919 shares issued and outstanding, respectively, including 76,932 and 73,962 unvested restricted share awards, respectively | 12 | 12 | |
Additional paid-in capital | 69,202 | 69,415 | |
Accumulated other comprehensive loss | (850) | (1,074) | |
Accumulated deficit | (28,497) | (29,576) | |
Total stockholders' equity | 39,872 | 38,782 | |
Non-controlling interest | 8,284 | 7,980 | |
Total equity | 48,156 | 46,762 | |
Total liabilities and equity | $ 2,036,258 | $ 561,271 | |
[1] | Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table from above. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 1,213,022 | 1,208,919 |
Common Stock, shares outstanding | 1,213,022 | 1,208,919 |
Common Stock, unvested or restricted share awards | 76,932 | 73,962 |
Series E Preferred Stock [Member] | ||
Preferred Stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 4,983,557 | 4,983,557 |
Preferred Stock, shares issued | 4,983,557 | 4,983,557 |
Preferred Stock, shares outstanding | 4,983,557 | 4,983,557 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenues | ||||
Net trading | $ 26,909 | $ 39,105 | $ 31,026 | |
Asset management | 7,897 | 8,594 | 9,682 | |
New issue and advisory | 6,340 | 2,982 | 5,370 | |
Principal transactions and other income | 6,396 | 4,667 | 78 | |
Total revenue | 47,542 | 55,348 | 46,156 | |
Operating expenses | ||||
Compensation and benefits | 22,527 | 31,132 | 28,028 | |
Business development, occupancy, equipment | 2,723 | 2,595 | 3,388 | |
Subscriptions, clearing, and execution | 7,296 | 6,425 | 7,164 | |
Professional fee and other operating | 7,345 | 6,319 | 8,504 | |
Depreciation and amortization | 249 | 291 | 733 | |
Total operating expenses | 40,140 | 46,762 | 47,817 | |
Operating income (loss) | 7,402 | 8,586 | (1,661) | |
Non-operating income (expense) | ||||
Interest expense, net | (6,178) | (4,735) | (3,922) | |
Income (loss) before income tax expense (benefit) | 1,224 | 3,851 | (5,583) | |
Income tax expense (benefit) | (1,211) | 422 | 85 | |
Net income (loss) | 2,435 | 3,429 | (5,668) | |
Less: Net income (loss) attributable to the non-controlling interest | 371 | 1,162 | (1,589) | |
Net income (loss) attributable to Cohen & Company Inc. | $ 2,064 | $ 2,267 | $ (4,079) | |
Income (loss) per common share-basic: | ||||
Basic income (loss) per common share | $ 1.71 | $ 1.86 | $ (2.76) | |
Weighted average shares outstanding-basic | 1,206,906 | 1,219,189 | 1,479,083 | |
Income (loss) per common share-diluted: | ||||
Diluted income (loss) per common share | $ 1.60 | $ 1.85 | $ (2.76) | |
Weighted average shares outstanding-diluted | [1] | 2,592,254 | 1,763,002 | 2,011,492 |
Dividends declared per common share | $ 0.80 | $ 0.80 | $ 0.80 | |
Comprehensive income (loss) : | ||||
Net income (loss) | $ 2,435 | $ 3,429 | $ (5,668) | |
Other comprehensive income (loss) item: | ||||
Foreign currency translation adjustments, net of tax of $0 | 309 | (276) | (219) | |
Other comprehensive income (loss), net of tax of $0 | 309 | (276) | (219) | |
Comprehensive income (loss) | 2,744 | 3,153 | (5,887) | |
Less: comprehensive income (loss) attributable to the non-controlling interest | 461 | 1,076 | (1,647) | |
Comprehensive income (loss) attributable to Cohen & Company Inc. | $ 2,283 | $ 2,077 | $ (4,240) | |
[1] | For the years ended December 31, 2017, 2016, and 2015, weighted average common shares outstanding excludes 274,917 shares from the assumed conversion of the 2013 Convertible Notes because the inclusion of such shares would be anti-dilutive. In addition, for the year ended December 31, 2015, weighted average common shares excludes 1,263 of restricted shares because the inclusion of such shares would be antidilutive. |
Consolidated Statements Of Ope5
Consolidated Statements Of Operations And Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements of Operations And Comprehensive Income/(Loss) [Abstract] | |||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 |
Other comprehensive income (loss), tax | $ 0 | $ 0 | $ 0 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional paid-in capital [Member] | Retained Earnings/ (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Stockholders' Equity [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2014 | $ 5 | $ 15 | $ 74,604 | $ (25,617) | $ (772) | $ 48,235 | $ 8,259 | $ 56,494 |
Net income (loss) | (4,079) | (4,079) | (1,589) | (5,668) | ||||
Other comprehensive income (loss) | (161) | (161) | (58) | (219) | ||||
Acquisition / (surrender) of additional units of consolidated subsidiary, net | 90 | (6) | 84 | (84) | ||||
Equity based compensation | 874 | 874 | 315 | 1,189 | ||||
Purchase and retirement of common stock | (2) | (3,998) | (4,000) | (4,000) | ||||
Dividends/Distributions | (1,193) | (1,193) | (427) | (1,620) | ||||
Balance at Dec. 31, 2015 | 5 | 13 | 71,570 | (30,889) | (939) | 39,760 | 6,416 | 46,176 |
Net income (loss) | 2,267 | 2,267 | 1,162 | 3,429 | ||||
Other comprehensive income (loss) | (190) | (190) | (86) | (276) | ||||
Acquisition / (surrender) of additional units of consolidated subsidiary, net | (626) | 55 | (571) | 571 | ||||
Equity based compensation | 1 | 814 | 815 | 350 | 1,165 | |||
Shares withheld for employee taxes | (20) | (20) | (8) | (28) | ||||
Purchase and retirement of common stock | (2) | (2,323) | (2,325) | (2,325) | ||||
Dividends/Distributions | (954) | (954) | (425) | (1,379) | ||||
Balance at Dec. 31, 2016 | 5 | 12 | 69,415 | (29,576) | (1,074) | 38,782 | 7,980 | 46,762 |
Net income (loss) | 2,064 | 2,064 | 371 | 2,435 | ||||
Other comprehensive income (loss) | 219 | 219 | 90 | 309 | ||||
Acquisition / (surrender) of additional units of consolidated subsidiary, net | (81) | 5 | (76) | 76 | ||||
Equity based compensation | 509 | 509 | 223 | 732 | ||||
Shares withheld for employee taxes | (69) | (69) | (31) | (100) | ||||
Purchase and retirement of common stock | (572) | (572) | (572) | |||||
Dividends/Distributions | (985) | (985) | (425) | (1,410) | ||||
Balance at Dec. 31, 2017 | $ 5 | $ 12 | $ 69,202 | $ (28,497) | $ (850) | $ 39,872 | $ 8,284 | $ 48,156 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net income (loss) | $ 2,435 | $ 3,429 | $ (5,668) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Equity-based compensation | 732 | 1,165 | 1,189 |
Accretion of income on other investments, at fair value | (1,123) | (1,213) | (2,333) |
Realized loss (gain) on other investments | 1,111 | 1,969 | 4,231 |
Change in unrealized (gain) loss on other investments, at fair value | (799) | (2,405) | (399) |
Depreciation and amortization | 249 | 291 | 733 |
Amortization of discount on debt | 1,054 | 988 | 1,006 |
Deferred tax provision (benefit) | (1,279) | 330 | (84) |
Change in operating assets and liabilities, net: | |||
(Increase) decrease in other receivables | 1,712 | (1,146) | 5,319 |
(Increase) decrease in investments-trading | (45,079) | (62,437) | 32,007 |
(Increase) decrease in other assets | 1,923 | 391 | 1,732 |
(Increase) decrease in receivables under resale agreement | (1,399,062) | (153,810) | (26,336) |
Change in receivables from / payables to related parties, net | (538) | 20 | 525 |
Increase (decrease) in accrued compensation | (389) | 1,183 | (442) |
Increase (decrease) in accounts payable and other liabilities | 1,220 | 367 | (1,723) |
Increase (decrease) in trading securities sold, not yet purchased, net | 6,704 | 45,999 | (9,556) |
Change in receivables from/ payables to brokers, dealers, and clearing agencies, net | 22,379 | (11,384) | (30,410) |
Increase (decrease) in securities sold under agreement to repurchase | 1,396,834 | 167,532 | 26,057 |
Net cash provided by (used in) operating activities | (11,916) | (8,731) | (4,152) |
Investing activities | |||
Purchase of investments-other investments, at fair value | (7,155) | (237) | (11) |
Sales and returns of principal-other investments, at fair value | 3,402 | 8,411 | 12,031 |
Purchase of furniture, equipment, and leasehold improvements | (143) | (223) | (149) |
Net cash provided by (used in) investing activities | (3,896) | 7,951 | 11,871 |
Financing activities | |||
Proceeds from redeemable financial instrument | 11,000 | 6,000 | |
Proceeds from issuance of convertible debt | 15,000 | ||
Payments for debt issuance and financing costs | (800) | ||
Cash used to net share settle equity awards | (100) | (28) | |
Purchase and retirement of Common Stock | (572) | (2,325) | (4,000) |
Non-controlling interest distributions | (425) | (425) | (427) |
Cohen & Company Inc. dividends | (985) | (954) | (1,193) |
Net cash provided by (used in) financing activities | 23,118 | 2,268 | (5,620) |
Effect of exchange rate on cash | 411 | (387) | (237) |
Net increase (decrease) in cash and cash equivalents | 7,717 | 1,101 | 1,862 |
Cash and cash equivalents, beginning of period | 15,216 | 14,115 | 12,253 |
Cash and cash equivalents, end of period | $ 22,933 | $ 15,216 | $ 14,115 |
Organization And Nature Of Oper
Organization And Nature Of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization And Nature Of Operations [Abstract] | |
Organization And Nature Of Operations | 1. ORGANIZATION AND NATURE OF OPERATIONS Organizational History Cohen Brothers, LLC (“Cohen Brothers”) was formed on October 7, 2004 by Cohen Bros. Financial, LLC (“CBF”). Cohen Brothers was established to acquire the net assets of CBF’s subsidiaries (the “Formation Transaction”): Cohen Bros. & Company, Inc.; Cohen Frères SAS; Dekania Investors, LLC; Emporia Capital Management, LLC; and the majority interest in Cohen Bros. & Toroian Investment Management, Inc. The Formation Transaction was accomplished through a series of transactions occurring between March 4, 2005 and May 31, 2005. From its formation until December 16, 2009, Cohen Brothers operated as a privately owned limited liability company. On December 16, 2009, Cohen Brothers completed its merger (the “Merger”) with a subsidiary of Alesco Financial Inc. (“AFN”) a publicly traded real estate investment trust. As a result of the Merger, AFN contributed substantially all of its assets into Cohen Brothers in exchange for newly issued membership units directly from Cohen Brothers. In addition, AFN received additional Cohen Brothers membership interests directly from its members in exchange for AFN common stock. In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the Merger was accounted for as a reverse acquisition, and Cohen Brothers was deemed to be the accounting acquirer. As a result, all of AFN’s assets and liabilities were required to be revalued at fair value as of the acquisition date. The remaining membership interests of Cohen Brothers that were not held by AFN were included as a component of non-controlling interest in the consolidated balance sheets . Subsequent to the Merger, AFN was renamed Cohen & Company Inc. In January 2011, it was renamed again as Institutional Financial Markets, Inc. (“IFMI”). Effective January 1, 2010, the Company ceased to qualify as a real estate investment trust, or a REIT. On September 1, 2017, the Company (i) changed its name from “Institutional Financial Markets, Inc.” to “Cohen & Company Inc.” and the Company’s trading symbol on the NYSE American Stock Exchange from “IFMI” to “COHN”; (ii) effected a 1 for 10 reverse stock split; and (iii) increased the par value of the Company’s common stock (“Common Stock”) from $0.001 per share to $0.01 per share. All share and per share amounts, and exercise and conversion prices for all periods presented reflect the reverse split as if it had occurred as of the beginning of the first period presented. The Company The Company is a financial services company specializing in fixed income markets. As of December 31, 2017 , the Company had $3.49 billion in assets under management (“AUM”) of which 89.3% , or $3.12 billion, was in collateralized debt obligations (“CDOs”). In these financial statements, the “Company” refers to Cohen & Company Inc. and its subsidiaries on a consolidated basis. Cohen & Company, LLC or the ‘Operating LLC” refers to the main operating subsidiary of the Company; “Cohen Brothers” refers to the pre-Merger Cohen Brothers, LLC and its subsidiaries. “AFN” refers to the pre-merger Alesco Financial Inc. and its subsidiaries. When the term “Cohen & Company Inc.” is used, it is referring to the parent company itself; “JVB Holdings” refers to J.V.B. Financial Holdings, LLC.; “JVB” refers to J.V.B. Financial Group, LLC, a broker dealer subsidiary; “CCFL” refers to Cohen & Company Financial Limited (formerly known as EuroDekania Management LTD), a subsidiary regulated by the Financial Conduct Authority (formerly known as Financial Services Authority) in the United Kingdom; “EuroDekania” refers to EuroDekania (Cayman) Ltd., a Cayman Islands exempted company that is externally managed by CCFL. The Company’s business is organized into the following three business segments. Capital Markets : The Company’s Capital Markets business segment consists primarily of fixed income sales, trading, and matched book repo financing, new issue placements in corporate and securitized products, and advisory services. The Company’s fixed income sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers. The Company specializes in a variety of products, including but not limited to: corporate bonds, asset backed securities (“ABS”), mortgage backed securities (“MBS”), residential mortgage backed securities (“RMBS”), CDOs, collateralized loan obligations (“CLOs”), collateralized bond obligations (“CBOs”), collateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, Small Business Administration (“SBA”) loans, U.S. government bonds, U.S. government agency securities, brokered deposits and certificates of deposit (“CDs”) for small banks, and hybrid capital of financial institutions including trust preferred securities (“TruPS”), whole loans, and other structured financial instruments. The Company also offers execution and brokerage services for equity products. The Company carries out its capital market activities primarily through its subsidiaries: JVB in the United States and CCFL in Europe. Asset Management : The Company’s Asset Management business segment manages assets within CDOs, managed accounts, and investment funds (collectively referred to as “Investment Vehicles”). A CDO is a form of secured borrowing. The borrowing is secured by different types of fixed income assets such as corporate or mortgage loans or bonds. The borrowing is in the form of a securitization, which means that the lenders are actually investing in notes backed by the assets. In the event of default, the lenders will have recourse only to the assets securing the loan. The Company’s Asset Management business segment includes its fee-based asset management operations, which include ongoing base and incentive management fees. Principal Investing : The Company’s Principal Investing business segment is comprised of investments that the Company has made for the purpose of earning an investment return rather than investments made to support the Company’s trading, matched book repo, or other Capital Markets business segment activities. These investments are a component of the Company’s other investments, at fair value in our consolidated balance sheets . The Company generates its revenue by business segment primarily through the following activities. Capital Markets · Trading activities of the Company, which include execution and brokerage services, riskless trading activities as well as gains and losses (unrealized and realized) and income and expense earned on securities and derivatives classified as trading; · Net interest income on the Company’s matched book repo financing activities; and · New issue and advisory revenue comprised primarily of (i) new issue revenue associated with originating, arranging, or placing newly created financial instruments; and (ii) revenue from advisory services. Asset Management · Asset management fees for the Company’s on-going asset management services provided to certain Investment Vehicles, which may include fees both senior and subordinate to the securities in the Investment Vehicle, and incentive management fees earned based on the performance of the various Investment Vehicles. Principal Investing · Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value. The activities noted above are carried out through the following main operating subsidiaries of the Company as of December 31, 2017 1. Cohen & Company Financial Management, LLC is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment advisor to the Alesco I through IX CDOs. Alesco CDOs invest in bank and insurance company TruPS as well as insurance company subordinated debt. 2. Dekania Capital Management, LLC is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment advisor to the Company’s Dekania Europe CDOs that were formed prior to 2006. Dekania Europe CDOs invest primarily in TruPS and insurance company subordinated debt denominated in Euros. 3. JVB is a wholly owned subsidiary of the Operating LLC. JVB is a securities broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”), the Securities Industry Protection Corporation (“SIPC”) and the Fixed Income Clearing Corporation (“FICC”). JVB carries out the Company’s Capital Market business segment activities in the U.S. 4. CCFL is regulated by the United Kingdom Financial Conduct Authority (“FCA”) and acts as the external manager of EuroDekania. EuroDekania invests primarily in hybrid capital securities of European bank and insurance companies, CLOs, CMBS, RMBS, and widely syndicated leverage loans. Since 2007, CCFL has acted as asset manager and investment advisor to the Company’s 2007 and later Dekania Europe CDOs. Dekania Europe and related CDOs invest primarily in TruPS and insurance company subordinated debt denominated in Euros. CCFL also acts as asset manager and investment advisor to the Munda CLO. The Munda CLO is comprised of broadly syndicated corporate loans primarily of European companies. CCFL also carries out the Company’s Capital Markets business segment activities in Europe including brokerage, advisory, and new issue services. 5. Cohen & Compagnie SAS (formerly Cohen Fréres SAS), the Company’s French subsidiary, acts as a credit research advisor to Dekania Capital Management, LLC and CCFL in analyzing the creditworthiness of insurance companies and financial institutions in Europe with respect to all assets included in the Dekania Europe CDOs. See note 5 for discussion of the termination of the European Sale Agreement. |
Basis Of Presentation
Basis Of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization And Nature Of Operations [Abstract] | |
Basis Of Presentation | 2. BASIS OF PRESENTATION The accounting and reporting policies of the Company conform to U.S. GAAP. Certain prior period amounts have been reclassified to conform to the current period presentation. The Company reclassified $6,000 from accounts payable and other liabilities to redeemable financial instruments as of December 31, 2016. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Principles of Consolidation The consolidated financial statements reflect the accounts of Cohen & Company Inc. and its wholly and majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. B. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. C. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments that have original maturities of three months or less. A portion of the Company’s cash and cash equivalents are in the form of short-term investments and are not held in federally insured bank accounts. D. Adoption of New Accounting Standards In April 2014, the FASB issued ASU No. 2014-08 , Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”) , which changes the criteria for reporting discontinued operations and requires additional disclosures about discontinued operations. The guidance in this ASU raises the threshold for a disposal to qualify as a discontinued operation and certain other disposals that do not meet the definition of a discontinued operation. Under the new provisions, only disposals representing a strategic shift in operations – that is or will have a major effect on an entity’s operations and financial results should be presented as a discontinued operation. The new provisions also require new disclosures related to individually material disposals that do not meet the definition of a discontinued operation, an entity’s continuing involvement with a discontinued operation following the disposal date, and retained equity method investments in a discontinued operation. The Company’s adoption of the provisions of ASU 2014-08 effective January 1, 2015 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In June 2014, the FASB issued ASU No. 2014-11, Transfers and Servicing (Topic 860): Repurchase to Maturity Transactions, Repurchase Financings, and Disclosures, which changes the accounting for repurchase-to-maturity transactions that are repurchase agreements where the maturity of the security transferred as collateral matches the maturity of the repurchase agreement. According to the new guidance, all repurchase-to-maturity transactions will be accounted for as secured borrowing transactions in the same way as other repurchase agreements rather than as sales of a financial asset and forward commitment to repurchase. The amendments also change the accounting for repurchase financing arrangements that are transactions involving the transfer of a financial asset to a counterparty executed contemporaneously with a reverse repurchase agreement with the same counterparty. All repurchase financings will now be accounted for separately, which will result in secured lending accounting for the reverse repurchase agreement. The guidance also requires new disclosures about transfers that are accounted for as sales in transactions that are economically similar to repurchase agreements and increased transparency about the types of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The Company’s adoption of the provisions of ASU 2014-11 effective January 1, 2015 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. See note 11. In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target could be Achieved After the Requisite Service Period , which requires a performance target that affects vesting and that could be achieved after the requisite service period be accounted for as a performance condition rather than as a non-vesting condition that affects the grant-date fair value of the award. The Company’s adoption of the provisions of ASU 2014-12 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In August 2014, the FASB issued ASU No. 2014-13, Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity , which provides a measurement alternative for an entity that consolidates collateralized financing entities. A collateralized financing entity is a variable interest entity with nominal or no equity that holds financial assets and issues beneficial interests in those financial assets. The beneficial interests, which are financial liabilities of the collateralized financing entity, have contractual recourse only to the related assets of the collateralized financing entity. If elected, the alternative method results in the reporting entity measuring both the financial assets and financial liabilities of the collateralized financing entity using the more observable of the two fair value measurements, which effectively removes measurement differences between the financial assets and financial liabilities of the collateralized financing entity previously recorded as net income (loss) attributable to non-controlling and other beneficial interests and as an adjustment to appropriated retained earnings. The reporting entity continues to measure its own beneficial interests in the collateralized financing entity (other than those that represent compensation for services) at fair value. The Company’s adoption of the provisions of ASU 2014-13 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815) : Determining whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity, which clarifies that an entity must consider all relevant terms and features when evaluating the nature of the host contract. Additionally, the amendments state that no one term or feature would define the host contract’s economic characteristics and risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract. The Company’s adoption of the provisions of ASU 2014-16 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In January 2015, the FASB issued ASU No. 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items , which eliminates from U.S. GAAP the requirement of extraordinary items to be separately classified on the income statement. The Company’s adoption of the provisions of ASU 2015-01 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis, which makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the variable interest entity (“VIE”) guidance. The revised consolidation guidance, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. The Company’s adoption of the provisions of ASU 2015-02 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. However, the Company previously treated its management contracts with certain securitization entities that are VIEs as variable interests. Therefore, the Company disclosed certain information related to these interests in its variable interest entity footnote. Upon adoption of this ASU, these management contracts are not considered variable interests. Therefore, in cases where the Company’s only interest in certain VIEs is its management contract, the Company is no longer required to include certain disclosures related to those variable interest entities. See note 15. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement for debt issuance costs are not affected by the amendments in this update. Upon adoption of the provisions of ASU 2015-03 effective January 1, 2016, the Company reclassified its deferred financing costs as of January 1, 2016, resulting in a reduction in other assets of $410 and a reduction in debt of $410 in the Company’s consolidated balance sheets as of December 31, 2015. In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820) – Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent) . Reporting entities are permitted to use net asset value (“NAV”) as a practical expedient to measure the fair value of certain investments. Previously, investments that use the NAV practical expedient to measure fair value were categorized within the fair value hierarchy as level 2 or level 3 investments depending on their redemption attributes, which has led to diversity in practice. This ASU removes the requirement to categorize within the fair value hierarchy all investments that use the NAV practical expedient for fair value measurement purposes. The ASU removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the NAV practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The Company’s adoption of ASU 2015-07 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. However, as a result of this adoption, the Company no longer classifies its investment in EuroDekania (for which it uses the practical expedient) within the fair value hierarchy. See note 9. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments , which includes amendments that eliminate the requirement to restate prior period financial statements for measurement period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the income statement or disclosed in the notes to the financial statements. The Company’s adoption of the provisions of ASU 2015-16 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. This ASU clarifies what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The Company’s adoption of the provisions of ASU 2016-06 effective January 1, 2017 did not have an effect on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting . This ASU eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. If an entity has an available-for-sale equity security that becomes qualified for the equity method of accounting, it should recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The Company’s adoption of the provisions of ASU 2016-07 effective January 1, 2017 did not have an effect on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This ASU simplifies several aspects of the accounting for share-based payment award transactions including: (i) income tax consequences; (ii) classification of awards as either equity or liabilities; and (iii) classification on the statement of cash flows. The Company’s adoption of the provisions of ASU 2016-09 effective January 1, 2017 did not have a material impact on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties Tha t Are under Common Control . The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The Company’s adoption of the provisions of ASU 2016-17 effective January 1, 2017 did not have an effect on the Company’s consolidated financial statements. E. Financial Instruments The Company accounts for its investment securities at fair value under various accounting literature including FASB Accounting Standards Codification (“ASC”) 320, Investments — Debt and Equity Securities (“FASB ASC 320”) , pertaining to investments in debt and equity securities and the fair value option of financial instruments in FASB ASC 825, Financial Instruments (“FASB ASC 825”) . The Company also accounts for certain assets at fair value under the applicable industry guidance, namely FASB ASC 946 , Financial Services-Investment Companies (“FASB ASC 946”). Certain of the Company’s assets and liabilities are required to be measured at fair value. For those assets and liabilities, the Company determines fair value according to the fair value measurement provisions included in FASB ASC 820, Fair Value Measurements and Disclosures (“FASB ASC 820”). FASB ASC 820 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and requires additional disclosures about fair value measurements. The definition of fair value focuses on the price that would be received to sell the asset or paid to transfer the liability between market participants at the measurement date (an exit price). An exit price valuation will include margins for risk even if they are not observable. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (level 1, 2 and 3). In addition, the Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions included in FASB ASC 825. This standard provides companies the option of reporting certain instruments at fair value (with changes in fair value recognized in the statement of operations) that were previously either carried at cost, not recognized on the financial statements, or carried at fair value with changes in fair value recognized as a component of equity rather than in the statement of operations. The election is made on an instrument-by-instrument basis and is irrevocable. See note 9 for the information regarding the effects of applying the fair value option to the Company’s financial instruments on the Company’s consolidated financial statements. FASB ASC 320 requires that the Company classify its investments as either (i) held to maturity, (ii) available for sale, or (iii) trading. This determination is made at the time a security is purchased. FASB ASC 320 requires that both trading and available for sale securities are to be carried at fair value. However, in the case of trading assets, both unrealized and realized gains and losses are recorded in the statement of operations. For available for sale securities, only realized gains and losses are recognized in the statement of operations while unrealized gains and losses are recognized as a component of other comprehensive income. In all the periods presented, all securities were either classified as trading or available for sale. No securities were classified as held to maturity. Furthermore, the Company elected the fair value option, in accordance with FASB ASC 825, for all securities that were classified as available for sale. Therefore, for all periods presented, all securities owned by the Company were accounted for at fair value with unrealized and realized gains and losses recorded in the consolidated statement of operations. When the Company acquires an investment for the purpose of earning a return rather than to support the Company’s trading or matched book repo operations, the Company classifies that investment as other investments, at fair value. Otherwise, the investment is classified as investments-trading. The determination of fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third party pricing services, or, when independent broker quotations or market price quotations from third party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Also, from time to time, the Company may be deemed to be the primary beneficiary of a VIE and may be required to consolidate it and its investments under the provisions included in FASB ASC 810, Consolidation (“FASB ASC 810”) . See notes 3-I and 15. In those cases, the Company’s classification of the assets as trading, other investments, at fair value, available for sale, or held to maturity will depend on the intended use of the investment by the variable interest entity. Investments-Trading Unrealized and realized gains and losses on securities classified as investments-trading are recorded in net trading in the consolidated statements of operations. Other Investments, at Fair Value All gains and losses (unrealized and realized) from securities classified as other investments, at fair value in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statements of operations. Trading Securities Sold, Not Yet Purchased Trading securities sold, not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices. The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the consolidated balance sheets. Unrealized and realized gains and losses on trading securities sold, not yet purchased are recorded in net trading in the consolidated statements of operations. See notes 8 and 9. F. Derivative Financial Instruments FASB ASC 815, Derivatives and Hedging (“FASB ASC 815”), provides for optional hedge accounting. When a derivative is deemed to be a hedge and certain documentation and effectiveness testing requirements are met, reporting entities are allowed to record all or a portion of the change in the fair value of a designated hedge as an adjustment to other comprehensive income (“OCI”) rather than as a gain or loss in the statements of operations. To date, the Company has not designated any derivatives as hedges under the provisions included in FASB ASC 815. Derivative financial instruments are recorded at fair value. If the derivative was entered into as part of its broker-dealer operations, it will be included as a component of investments-trading or trading securities sold, not yet purchased. If it is entered into as a hedge for another financial instrument included in other investments, at fair value then the derivative will be included as a component of other investments, at fair value. The Company may, from time to time, enter into derivatives to manage its risk exposures (i) arising from fluctuations in foreign currency rates with respect to the Company’s investments in foreign currency denominated investments; (ii) arising from the Company’s investments in interest sensitive investments; and (iii) arising from the Company’s facilitation of mortgage-backed trading. Derivatives entered into by the Company, from time to time, may include (i) foreign currency forward contracts; (ii) purchase and sale agreements of TBAs and other forward agency MBS contracts; and (iii) other extended settlement trades. TBAs are forward contracts to purchase or sell mortgage-backed securities whose collateral remain “to be announced” until just prior to the trade settlement. In addition to TBAs, the Company sometimes enters into forward purchases or sales of agency mortgage-backed securities where the underlying collateral has been identified. These transactions are referred to as other forward agency MBS contracts. TBAs and other forward agency MBS contracts are accounted for as derivatives by the Company under FASB ASC 815. The settlement of these transactions is not expected to have a material effect on the Company’s consolidated financial statements. In addition to TBAs and other forward agency MBS contracts as part of the Company’s broker-dealer operations, the Company may from time to time enter into other securities or loan trades that do not settle within the normal securities settlement period. In those cases, the purchase or sale of the security or loan is not recorded until the settlement date. However, from the trade date until the settlement date, the Company’s interest in the security is accounted for as a derivative as either a forward purchase commitment or forward sale commitment. The Company will classify the related derivative either within investments-trading or other investments, at fair value depending on where it intends to classify the investment once the trade settles. Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of its carrying amount. Depending on the Company’s investment strategy, realized and unrealized gains and losses are recognized in principal transactions and other income or in net trading in the Company’s consolidated statements of operations on a trade date basis. See note 10. G. Receivables from and payables to brokers, dealers and clearing agencies Receivables from brokers, dealers and clearing agencies may include amounts receivable for deposits placed with clearing agencies, funds in the Company’s accounts held with clearing agencies, and amounts receivable from securities or repo transactions that have failed to deliver. Payables to brokers, dealers and clearing agencies may include amounts payable from securities or repo transactions that have failed to receive as well as amounts borrowed from clearing agencies under margin loan arrangements. In addition, receivables or payables arising from unsettled regular way trades is reflected on a net basis either as a component of receivables from or payables to brokers, dealers, and clearing agencies. See note 6. H. Furniture, Equipment, and Leasehold Improvements, Net Furniture, equipment, and leasehold improvements are stated at cost, less accumulated depreciation and amortization, and are included as a component of other assets in the consolidated balance sheets. Furniture and equipment are depreciated on a straight line basis over their estimated useful life of 3 to 5 years. Leasehold improvements are amortized over the lesser of their useful life or lease term, which generally ranges from 5 to 10 years. I. Goodwill and Intangible Assets with Indefinite Lives Goodwill represents the amount of the purchase price in excess of the fair value assigned to the individual assets acquired and liabilities assumed in various acquisitions completed by the Company. See note 12. In accordance with FASB ASC 350, Intangibles — Goodwill and Other (“FASB ASC 350”), goodwill and intangible assets deemed to have indefinite lives are not amortized to expense but rather are analyzed for impairment. The Company measures its goodwill for impairment on an annual basis or when events indicate that goodwill may be impaired. The Company first assesses qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Based on the results of the qualitative assessment, the Company then determines whether it needs to calculate the fair value of the reporting unit as part of the first step of the two-step goodwill impairment test. The goodwill impairment test two-step process requires management to make judgments in determining what assumptions to use in the calculation. The first step in the process is to identify potential goodwill impairment by comparing the fair value of the reporting unit to its carrying value. If the carrying value is less than fair value, the Company would complete step two in the impairment review process, which measures the amount of goodwill impairment. The Company includes intangible assets comprised primarily of its broker-dealer licenses in other assets on its consolidated balance sheets that it considers to have indefinite useful lives. The Company reviews these assets for impairment on an annual basis. J . Variable Interest Entities FASB ASC 810, Consolidation (“FASB ASC 810”), contains the guidance surrounding the definition of VIEs, the definition of variable interests, and the consolidation rules surrounding VIEs. This guidance was updated with ASU No. 2015-02, Amendments to the Consolidation Analysis . See note 3D. In general, VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company has variable interests in VIEs through its management contracts and investments in various securitization entities including CLOs and CDOs. Once it is determined that the Company holds a variable interest in a VIE, FASB ASC 810 requires that the Company perform a qualitative analysis to determine (i) which entity has the power to direct the matters that most significantly impact the VIE’s financial performance and (ii) if the Company has the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The entity that has both of these characteristics is deemed to be the primary beneficiary and required to consolidate the VIE. This assessment must be done on an ongoing basis. The Company has included the required disclosures for VIEs in its consolidated financial statements for the years ended December 31, 2017 . See note 15 for further details. K. Collateralized Securities Transactions The Company may enter into transactions involving purchases of securities under agreements to resell (“reverse repurchase agreements” or “receivables under resale agreements”) or sales of securities under agreements to repurchase (“repurchase agreements”). The resulting interest income and expense are included in net trading in the consolidated statements of operations. In the case of reverse repurchase agreements, the Company generally takes possession of securities as collateral. Likewise, in the case of repurchase agreements, the Company is required to provide the counterparty with securities as collateral. In certain cases a repurchase agreement and a reverse repurchase agreement may be entered into with the same counterparty. If certain requirements are met, the offsetting provisions included in FASB ASC 210, Balance Sheet (“FASB ASC 210”), allow (but do not require) the reporting entity to net the asset and liability on the consolidated balance sheets. It is the Company’s policy to present the assets and liabilities on a net basis if the conditions of FASB ASC 210 are met. The Company classifies reverse repurchase agreements as a separate line item within the assets section of the Company’s consolidated balance sheets. The Company classifies repurchase agreements as a separate line item within the liabilities section of the Company’s consolidated balance sheets. In the case of reverse repurchase agreements, if the counterparty is unable or unwilling to fulfill its obligation to repurchase the collateral securities at maturity, the Company can sell the collateral securities to repay the obligation. However, the Company is at risk that it may sell at unfavorable market prices and may sustain significant loss es . The Company’s policy to control this risk is monitoring the market value of securities pledged or used as collateral on a daily basis and requiring additional collateral in the event the market value of the existing collateral declines. In the case of repurchase agreements, if the counterparty makes a margin call and the Company is unable or unwilling to meet the margin call, the counterparty can sell the securities to repay the obligation. The Company is at risk that the counterparty may sell the securities at unfavorable market prices and the Company may sustain |
Net Trading
Net Trading | 12 Months Ended |
Dec. 31, 2017 | |
Net Trading [Abstract] | |
Net Trading | 4. NET TRADING Net trading consisted of the following in the periods presented: NET TRADING (Dollars in thousands) 2017 2016 2015 Net realized gains / (losses)- trading inventory $ 21,277 $ 37,186 $ 26,826 Net unrealized gains / (losses)-trading inventory 598 (2,851) 296 Gains and losses 21,875 34,335 27,122 Interest income-trading inventory 2,071 2,626 3,034 Interest income-receivables under resale agreements 13,874 6,897 3,036 Interest income 15,945 9,523 6,070 Interest expense-securities sold under agreement to repurchase (10,234) (4,128) (1,618) Interest expense-margin payable (677) (625) (548) Interest expense (10,911) (4,753) (2,166) Net trading $ 26,909 $ 39,105 $ 31,026 Trading inventory includes investments classified as investments-trading as well as trading securities sold, not yet purchased. See note 8. See note 11 for discussion of receivables under resale agreements and securities sold under agreements to repurchase. See note 6 for discussion of margin payable. |
Sales
Sales | 12 Months Ended |
Dec. 31, 2017 | |
Sales [Abstract] | |
Sales | 5. SALES Termination of Sale of European Operations On August 19, 2014, the Company entered into a Share Purchase Agreement by and between IFMI, LLC and C&Co Europe Acquisition LLC (the “European Sale Agreement”) to sell its European operations to C&Co Europe Acquisition LLC, an entity controlled by Daniel G. Cohen, the president and chief executive of the Company’s European operations and chairman of the Company’s board of directors, for approximately $8,700 . The transaction was subject to customary closing conditions and regulatory approval from the United Kingdom Financial Conduct Authority (“FCA”). The European Sale Agreement originally had a termination date of March 31, 2015, which date was extended on two separate occasions, the last time to December 31, 2015. After December 31, 2015, either party had the right to terminate the transaction. In connection with the final extension of the European Sale Agreement’s termination date, the parties to the transaction agreed that upon a termination of the European Sale Agreement by either party, Mr. Cohen’s employment agreement would be amended to reduce the payment the Company was required to pay to Mr. Cohen in the event his employment was terminated without “cause” or for “good reason” (as such terms are defined in Mr. Cohen’s employment agreement) from $3,000 to $1,000 . In addition, the parties agreed that upon a termination of the European Sale Agreement by either party, Mr. Cohen would be required to pay to the Company $600 representing a portion of the transaction costs incurred by the Company (the “Termination Fee”). See note 27. On March 10, 2017, the Operating LLC issued a convertible senior secured promissory note (the “2017 Convertible Note”) in the aggregate principal amount of $15,000 to DGC Family Fintech Trust, a trust established by Mr. Cohen. The convertible note was issued in exchange for $15,000 in cash. See note 17 for the details regarding the 2017 Convertible Note. The Company agreed to pay to DGC Family Fintech Trust a $600 transaction fee (the “Transaction Fee”) pursuant to the 2017 Convertible Note. On March 10, 2017, C&Co Europe Acquisition LLC terminated the European Sale Agreement. In connection with the issuance of the 2017 Convertible Note and the termination of the European Sale Agreement, the Company agreed that Mr. Cohen’s obligation to pay the Termination Fee was offset in its entirety by the Company’s obligation to pay the Transaction Fee. However, the amendment to Mr. Cohen’s employment agreement described above became effective on March 10, 2017. |
Receivables From And Payables T
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies | 12 Months Ended |
Dec. 31, 2017 | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies [Abstract] | |
Receivables from and Payables to Brokers, Dealers, and Clearing Agencies | 6. RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES Amounts receivable from brokers, dealers, and clearing agencies consisted of the following. RECEIVABLES FROM BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in thousands) As of December 31, 2017 2016 Deposits with clearing organizations $ 750 $ 750 Unsettled regular way trades, net - 3,337 Receivable from clearing organizations 102,846 77,091 Receivables from brokers, dealers, and clearing agencies $ 103,596 $ 81,178 Amounts payable to brokers, dealers, and clearing agencies consisted of the following at December 31, 2017 and 2016 . PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in thousands) As of December 31, 2017 2016 Unsettled regular way trades, net $ 1,997 $ - Margin payable 128,561 85,761 Payables to brokers, dealers, and clearing agencies $ 130,558 $ 85,761 Deposits with clearing organizations represent contractual amounts the Company is required to deposit with its clearing agents. Securities transactions that settle in the regular way are recorded on the trade date, as if they had settled. The related amounts receivable and payable for unsettled securities transactions are recorded net in receivables from or payables to brokers, dealers, and clearing agencies on the Company’s consolidated balance sheets . Receivables from clearing organizations are primarily comprised of (i) cash received by the Company upon execution of short trades that is restricted from withdrawal by the clearing agent; and (ii) cash deposited with the FICC to support the Company’s General Collateral Funding (“GCF”) matched book repo business. Margin payable represents amounts borrowed from Pershing, LLC to finance the Company’s trading portfolio. Effectively, all of the Company’s investments-trading and deposits with clearing organizations serve as collateral for the margin payable. These assets are held by the Company’s clearing agency, Pershing LLC. The Company incurred interest on margin payable of $ 677 , $ 625 , and $548 for the years ended December 31, 2017 , 2016 , and 2015 , respectively. |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2017 | |
Other Receivables [Abstract] | |
Other Receivables | 7. OTHER RECEIVABLES Other receivables consisted of the following. OTHER RECEIVABLES (Dollars in thousands) As of December 31, 2017 2016 Asset management fees $ 908 $ 2,121 New issue and advisory fees - 289 Accrued interest and dividends receivable 1,416 1,523 Revenue share receivable 488 1,190 Other 701 102 Other receivables $ 3,513 $ 5,225 Asset management and new issue and advisory receivables are of a routine and short-term nature. These amounts are generally accrued monthly and paid on a monthly or quarterly basis. See note 3-L regarding asset management fees accrued. Accrued interest and dividends receivable represents interest and dividends accrued on the Company’s investment securities included as a component of investments-trading or other investments, at fair value. Interest payable on securities sold but not yet purchased is included as a component of accounts payable and other liabilities. Revenue share receivable represents the amount due to the Company for the Company’s share of revenue generated from various entities in which the Company receives a share of the entity’s revenue. Other receivables represent other miscellaneous receivables that are of a short-term nature. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Financial Instruments [Abstract] | |
Financial Instruments | 8. FINANCIAL INSTRUMENTS Investments—Trading Investments-Trading consisted of the following. INVESTMENTS - TRADING (Dollars in thousands) As of December 31, 2017 2016 U.S. government agency MBS and CMOs $ 87,608 $ 9,539 U.S. government agency debt securities 13,529 30,681 RMBS 32 70 U.S. Treasury securities 2,466 - ABS 1 1 SBA loans 4,780 18,416 Corporate bonds and redeemable preferred stock 43,435 45,271 Foreign government bonds 483 339 Municipal bonds 45,709 43,759 Certificates of deposit - 240 Derivatives 1,118 8,763 Equity securities 3,096 99 Investments-trading $ 202,257 $ 157,178 Trading Securities Sold, Not Yet Purchased Trading securities sold, not yet purchased consisted of the following. TRADING SECURITIES SOLD, NOT YET PURCHASED (Dollars in thousands) As of December 31, 2017 2016 U.S. Treasury securities $ 62,798 $ 56,329 Corporate bonds and redeemable preferred stock 28,445 18,552 Municipal bonds 37 20 Derivatives 607 10,282 Trading securities sold, not yet purchased $ 91,887 $ 85,183 The Company tries to manage its exposure to changes in interest rates for the interest rate sensitive securities it holds by entering into offsetting short positions for similar fixed rate securities. See note 4 for realized and unrealized gains recognized on investments-trading. Other Investments, at fair value Other investments, at fair value consisted of the following. OTHER INVESTMENTS, AT FAIR VALUE (Dollars in thousands) As of December 31, 2017 Cost Carrying Value Unrealized Gain / (Loss) Equity securities $ 7,126 $ 7,132 $ 6 CLOs 4,362 4,485 123 CDOs 189 26 (163) EuroDekania 4,827 1,143 (3,684) Derivatives - (251) (251) Residential loans 72 358 286 Foreign currency forward contracts - (26) (26) Other investments, at fair value $ 16,576 $ 12,867 $ (3,709) As of December 31, 2016 Cost Carrying Value Unrealized Gain / (Loss) CLOs $ 7,312 $ 6,733 $ (579) CDOs 191 28 (163) EuroDekania 4,969 1,165 (3,804) Residential loans 88 360 272 Foreign currency forward contracts - 17 17 Other investments, at fair value $ 12,560 $ 8,303 $ (4,257) |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 9. FAIR VALUE DISCLOSURES Fair Value Option The Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions of FASB ASC 825. The primary reason for electing the fair value option was to reduce the burden of monitoring the differences between the cost and the fair value of the Company’s investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary in nature and to further remove an element of management judgment. Such financial assets accounted for at fair value include: · securities that would otherwise qualify for available for sale treatment; · investments in equity method affiliates where the affiliate has all of the attributes in FASB ASC 946-10-15-2 (commonly referred to as investment companies); and · investments in residential loans. The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the investments for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets . The Company recognized net gains (losses) of $ (312) , $436 , and $ (3,832) related to changes in fair value of investments that are included as a component of other investments, at fair value during the years ended December 31, 2017 , 2016 , and 2015 , respectively. Fair Value Measurements In accordance with FASB ASC 820, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three level fair value hierarchy. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the hierarchy under FASB ASC 820 are described below. Level 1 Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Financial assets and liabilities whose values are based on one or more of the following: 1. Quoted prices for similar assets or liabilities in active markets; 2. Quoted prices for identical or similar assets or liabilities in non-active markets; 3. Pricing models whose inputs, other than quoted prices, are observable for substantially the full term of the asset or liability; or 4. Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability. Level 3 Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the level 3 category. As a result, the unrealized gains and losses for assets and liabilities within the level 3 category presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain financial assets or liabilities. There were no transfers between level 1 and level 2 of the fair value hierarchy during 2017 or 2016 . Reclassifications between levels of the fair value hierarchy are reported as transfers in or transfers out as of the beginning of the period in which reclassifications occur. The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 , and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 2017 (Dollars in Thousands) Significant Significant Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs Assets Fair Value (Level 1) (Level 2) (Level 3) Investments-trading: U.S. government agency MBS and CMOs $ 87,608 $ - $ 87,608 $ - U.S. government agency debt securities 13,529 - 13,529 - RMBS 32 - 32 - U.S. Treasury securities 2,466 2,466 - - ABS 1 - 1 - SBA loans 4,780 - 4,780 - Corporate bonds and redeemable preferred stock 43,435 - 43,435 - Foreign government bonds 483 - 483 - Municipal bonds 45,709 - 45,709 - Derivatives 1,118 - 1,118 - Equity securities 3,096 89 941 2,066 Total investments - trading $ 202,257 $ 2,555 $ 197,636 $ 2,066 Other investments, at fair value: Equity securities $ 7,132 $ 7,132 $ - $ - CLOs 4,485 - - 4,485 CDOs 26 - - 26 Derivatives (251) - (251) - Residential loans 358 - 358 - Foreign currency forward contracts (26) (26) - - 11,724 $ 7,106 $ 107 $ 4,511 Equity investment in EuroDekania (1) 1,143 Total other investments, at fair value $ 12,867 Liabilities Trading securities sold, not yet purchased: U.S. Treasury securities $ 62,798 $ 62,798 $ - $ - Corporate bonds and redeemable preferred stock 28,445 - 28,445 - Municipal bonds 37 - 37 - Derivatives 607 - 607 - Total trading securities sold, not yet purchased $ 91,887 $ 62,798 $ 29,089 $ - (1) Hybrid Securities fund – European. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 2016 (Dollars in thousands) Significant Significant Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs Assets Fair Value (Level 1) (Level 2) (Level 3) Investments-trading: U.S. government agency MBS and CMOs $ 9,539 $ - $ 9,539 $ - U.S. government agency debt securities 30,681 - 30,681 - RMBS 70 - 70 - ABS 1 - 1 - SBA loans 18,416 - 18,416 - Corporate bonds and redeemable preferred stock 45,271 - 45,271 - Foreign government bonds 339 - 339 - Municipal bonds 43,759 - 43,759 - Certificates of deposit 240 - 240 - Derivatives 8,763 - 8,763 - Equity securities 99 99 - - Total investments - trading $ 157,178 $ 99 $ 157,079 $ - Other investments, at fair value: CLOs $ 6,733 $ - $ - $ 6,733 CDOs 28 - - 28 Residential loans 360 - 360 - Foreign currency forward contracts 17 17 - - 7,138 $ 17 $ 360 $ 6,761 Equity investment in EuroDekania (1) 1,165 Total other investments, at fair value $ 8,303 Liabilities Trading securities sold, not yet purchased: U.S. Treasury securities $ 56,329 $ 56,329 $ - $ - Corporate bonds and redeemable preferred stock 18,552 - 18,552 - Municipal bonds 20 - 20 - Derivatives 10,282 - 10,282 - Total trading securities sold, not yet purchased $ 85,183 $ 56,329 $ 28,854 $ - (1) Hybrid Securities fund – European. The following provides a brief description of the types of financial instruments the Company holds, the methodology for estimating fair value, and the level within the hierarchy of the estimate. The discussion that follows applies regardless of whether the instrument is included in investments-trading; other investments, at fair value; or trading securities sold, not yet purchased. U.S. Government Agency MBS and CMOs : These are securities that are generally traded over-the-counter. The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices or market price quotations from third party pricing services. These valuations are based on a market approach. This is considered a level 2 valuation in the hierarchy. U.S. Government Agency Debt Securities : Callable and non-callable U.S. government agency debt securities are measured primarily based on quoted market prices obtained from third party pricing services. Non-callable U.S. government agency debt securities are generally classified within level 1 and callable U.S. government agency debt securities are classified within level 2 of the valuation hierarchy. RMBS : The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices or market price quotations from third party pricing services. These valuations are based on a market approach. The Company generally classifies the fair value of these securities based on third party quotations within level 2 of the valuation hierarchy. U.S. Treasury Securities : U.S. Treasury securities include U.S. Treasury bonds and notes and the fair values of the U.S. Treasury securities are based on quoted prices in active markets. Valuation adjustments are not applied. The Company classifies the fair value of these securities within level 1 of the valuation hierarchy. CLOs, CDOs, and ABS : CLOs, CDOs, and ABS are interests in securitizations. ABS may include, but are not limited to, securities backed by auto loans, credit card receivables, or student loans. Where the Company is able to obtain independent market quotations from at least two broker-dealers and where a price within the range of at least two broker-dealers is used or market price quotations from third party pricing services is used, these interests in securitizations will generally be classified as level 2 of the valuation hierarchy. These valuations are based on a market approach. The independent market quotations from broker-dealers are generally nonbinding. The Company seeks quotations from broker-dealers that historically have actively traded, monitored, issued, and been knowledgeable about the interests in securitizations. The Company generally believes that to the extent that it (1) receives two quotations in a similar range from broker-dealers knowledgeable about these interests in securitizations and (2) believes the broker-dealers gather and utilize observable market information such as new issue activity in the primary market, trading activity in the secondary market, credit spreads versus historical levels, bid-ask spreads, and price consensus among market participants and sources, then classification as level 2 of the valuation hierarchy is appropriate. In the absence of two broker-dealer market quotations, a single broker-dealer market quotation may be used without corroboration of the quote in which case the Company generally classifies the fair value within level 3 of the valuation hierarchy. If quotations are unavailable, prices observed by the Company for recently executed market transactions may be used or valuation models prepared by the Company’s management may be used, which are based on an income approach. These models prepared by the Company’s management include estimates and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Each CLO and CDO position is evaluated independently taking into consideration available comparable market levels, underlying collateral performance and pricing, deal structures, and liquidity. Fair values based on internal valuation models prepared by the Company’s management are generally classified within level 3 of the valuation hierarchy. Establishing fair value is inherently subjective (given the volatile and sometimes illiquid markets for certain interests in securitizations) and requires management to make a number of assumptions, including assumptions about the future of interest rates, discount rates, and the timing of cash flows. The assumptions the Company applies are specific to each security. Although the Company may rely on internal calculations to compute the fair value of certain interest in securitizations, the Company requests and considers indications of fair value from third party pricing services to assist in the valuation process. SBA Loans : SBA loans include loans and SBA interest only strips. In the case of loans, the Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices, internal valuation models using observable inputs, or market price quotations from third party pricing services. The Company generally classifies these investments within level 2 of the valuation hierarchy. These valuations are based on a market approach. SBA interest only strips do not trade in an active market with readily available prices. Accordingly, the Company generally uses valuation models to determine fair value and classifies the fair value of the SBA interest only strips within level 2 or level 3 of the valuation hierarchy depending on if the model inputs are observable or not. Corporate Bonds and Redeemable Preferred Stock : The Company uses recently executed transactions or third party quotations from independent pricing services to arrive at the fair value of its investments in corporate bonds and redeemable preferred stock. These valuations are based on a market approach. The Company generally classifies the fair value of these bonds within level 2 of the valuation hierarchy. In instances where the fair values of securities are based on quoted prices in active markets (for example with redeemable preferred stock), the Company classifies the fair value of these securities within level 1 of the valuation hierarchy. Foreign Government Bonds : The fair value of foreign government bonds are estimated using valuations provided by third party pricing services and are valued within level 2 of the fair value hierarchy. Municipal Bonds : Municipal bonds, which include obligations of U.S. states, municipalities, and political subdivisions, primarily include bonds or notes issued by U.S. municipalities. The Company generally values these securities using third party quotations such as market price quotations from third party pricing services. The Company generally classifies the fair value of these bonds within level 2 of the valuation hierarchy. The valuations are based on a market approach. In instances where the Company is unable to obtain reliable market price quotations from third party pricing services, the Company will use its own internal valuation models. In these cases, the Company will classify such securities as level 3 within the hierarchy until it is able to obtain third party pricing. Certificates of Deposit : The fair value of certificates of deposit is estimated using valuations provided by third party pricing services. Certificates of deposit are generally categorized in level 2 of the valuation hierarchy. Residential Loans : Management utilizes home price indices or market indications to value the residential loans. These are considered level 2 in the hierarchy. Equity Securities : The fair value of equity securities that represent investments in publicly traded companies (common or preferred shares, options, warrants, and other equity investments) is determined using the closing price of the security as of the reporting date. These are securities that are traded on a recognized liquid exchange. This is considered a level 1 value in the valuation hierarchy. In some cases, the Company has owned options or warrants in newly publicly traded companies when the option or warrant itself is not publicly traded. In those cases, the Company used an internal valuation model and classified the investment within level 3 of the valuation hierarchy. The non-exchange traded equity options and warrants were measured using the Black-Scholes model with key inputs impacting the valuation including the underlying security price, implied volatility, dividend yield, interest rate curve, strike price, and maturity date. Once the securities underlying the options or warrants (not the options or warrants themselves) have quoted prices available in an active market, the Company attributes a value to the warrants using the Black-Scholes model based on the respective price of the options or warrants and the quoted prices of the securities underlying the options or warrants and key observable inputs. In this case, the Company will generally classify the options or warrants as level 2 within the valuation hierarchy because the inputs to the valuation model are now observable. If the option or warrant itself begins to trade on a liquid exchange, the Company will discontinue using a valuation model and will begin to use the public exchange price at which point it will be classified as level 1 in the valuation hierarchy. In other cases, the Company has owned investments in investment funds having the attributes of investment companies as described in FASB ASC 946-15-2. The Company estimates the fair value of these entities using the reported net asset value per share as of the reporting date in accordance with the “practical expedient” provisions related to investments in certain entities that calculate net asset value per share (or its equivalent) included in FASB ASC 820 for all entities. The Company does not classify these investments within the fair value hierarchy. In addition, the Company may acquire an investment in a private company. In those cases, the Company may determine fair value by preparing a model. The model may be either a market based or income based model; whichever is considered the most appropriate in each case. Also, the Company may have access to information regarding third party equity trades or OTC trades which may be used to determine fair value. If the inputs to the model are considered observable or in the case of market trades, the Company will generally consider this valuation to be within level 2 of the valuation hierarchy. When a model with unobservable inputs is used, the Company will consider the valuation to be within level 3 of the valuation hierarchy. Derivatives: Foreign Currency Forward Contracts Foreign currency forward contracts are exchange-traded derivatives, which transact on an exchange that is deemed to be active. The fair value of the foreign currency forward contracts is based on current quoted market prices. Valuation adjustments are not applied. These are considered a level 1 value in the hierarchy. See note 8. TBAs and Other Forward Agency MBS Contracts The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices or market price quotations from third party pricing services. TBAs and other forward agency MBS contracts are generally classified within level 2 of the fair value hierarchy. If there is limited transaction activity or less transparency to observe market based inputs to valuation models, TBAs and other forward agency MBS contracts are classified in level 3 of the fair value hierarchy. U.S. government agency MBS and CMOs include TBAs and other forward agency MBS contracts. Unrealized gains on TBAs and other forward agency MBS contracts are included in investments-trading on the Company’s consolidated balance sheets and unrealized losses on TBAs and other forward agency MBS contracts are included in trading securities sold, not yet purchased on the Company’s consolidated balance sheets . See note 10. Other Extended Settlement Trades When the Company buys or sells a financial instrument that will not settle in the regular time frame, the Company will account for that purchase and sale on the settlement date rather than the trade date. In those cases, the Company accounts for the transaction between trade date and settlement date as a derivative (as either a purchase commitment or sale commitment). The Company will record an unrealized gain or unrealized loss on the derivative for the difference between the fair value of the underlying financial instrument as of the reporting date and the agreed upon transaction price. The Company will determine the fair value of the financial instrument using the methodologies described above. Level 3 Financial Assets and Liabilities Financial Instruments Measured at Fair Value on a Recurring Basis The following tables present additional information about assets and liabilities measured at fair value on a recurring basis and for which the Company has utilized level 3 inputs to determine fair value. LEVEL 3 INPUTS For the Year Ended December 31, 2017 (Dollars in thousands) December 31, 2016 Net trading Gains and losses (1) Transfers out of Level 3 Accretion of income Purchases Sales and returns of capital December 31, 2017 Change in unrealized gains /(losses) (2) Assets: Investments - trading Equity securities $ - $ - $ (1,091) $ - $ - $ 3,157 $ - $ 2,066 $ (1,091) Other investments, at fair value: CLOs $ 6,733 $ - $ (65) $ - $ 1,123 $ - $ (3,306) $ 4,485 $ 776 CDOs 28 - - - - - (2) 26 - Total other investments, fair value $ 6,761 $ - $ (65) $ - $ 1,123 $ - $ (3,308) $ 4,511 $ 776 (1) Gains and losses on investments-trading are recorded as a component of net trading in the statements of operations. Gains and losses on other investments, at fair value are recorded as a component of principal transactions and other income in the consolidated statements of operations. (2) Represents the change in unrealized gains and losses for the period included in current year earnings for assets held at the end of the reporting period. LEVEL 3 INPUTS For the Year Ended December 31, 2016 (Dollars in thousands) December 31, 2015 Net trading Gains and losses (1) Transfers out of Level 3 Accretion of income Purchases Sales and returns of capital December 31, 2016 Change in unrealized gains /(losses) (2) Other investments, at fair value: CLOs $ 11,569 $ - $ 1,413 $ - $ 1,213 $ - $ (7,462) $ 6,733 $ 1,563 CDOs 34 - (4) - - - (2) 28 (4) Total other investments, fair value $ 11,603 $ - $ 1,409 $ - $ 1,213 $ - $ (7,464) $ 6,761 $ 1,559 (1) Recorded as a component of principal transactions and other income in the consolidated statements of operations. (2) Represents the change in unrealized gains and losses for the period included in principal transactions and other income for assets held at the end of the reporting period. The circumstances that would result in transferring certain financial instruments from level 2 to level 3 of the valuation hierarchy would typically include what the Company believes to be a decrease in the availability, utility, and reliability of observable market information such as new issue activity in the primary market, trading activity in the secondary market, credit spreads versus historical levels, bid-ask spreads, and price consensus among market participants and sources. During the years ended December 31, 2017 and 2016 , there were no transfers into or out of level 3 of the valuation hierarchy. The following tables provide the quantitative information about level 3 fair value measurements as of December 31, 2017 and 2016 . QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant December 31, 2017 Technique Inputs Average Inputs Assets Investments Trading Equity Securities $ 2,066 Market approach EBITDA Multiple 8.0 7.6 - 9.2 Other investments, at fair value CLOs $ 4,485 Discounted Cash Flow Model Yield 13.8% 11.8% - 19.1% Duration (years) 4.4 4.3 - 4.5 Default rate 2.0% 2.0% - 2.0% QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant December 31, 2016 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 6,733 Discounted Cash Flow Model Yield 16.1% 11.8% - 25.0% Duration (years) 5.8 5.3 - 6.6 Default rate 2.0% 2.0% - 2.0% Sensitivity of Fair Value to Changes in Significant Unobservable Inputs For recurring fair value measurements categorized within level 3 of the fair value hierarchy, the sensitivity of the fair value measurement to changes in significant unobservable inputs and interrelationships between those unobservable inputs (if any) are described below. · Equity securities: The Company uses a market based model to determine the value of its equity securities that are not traded on an exchange. These models primarily rely on an estimate of overall enterprise value based on EBITDA multiples of comparable public companies. The higher the EBITDA multiple, the higher the fair value of the investment. · CLOs: The Company uses a discounted cash flow model to determine the fair value of its investments in CLOs. Changes in the yield, duration, and default rate assumptions would impact the fair value determined. The longer the duration, the lower the fair value of the investment. The higher the yield, the lower the fair value of the investment. The higher the default rate, the lower the fair value of the investment. Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent) The following table presents additional information about investments in certain entities that calculate net asset value per share (regardless of whether the “practical expedient” provisions of FASB ASC 820 have been applied), which are measured at fair value on a recurring basis at December 31, 2017 and 2016 . FAIR VALUE MEASUREMENTS OF INVESTMENTS IN CERTAIN ENTITIES THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT) Fair Value December 31, 2017 (Dollars in thousands) Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,143 N/A N/A N/A $ 1,143 Fair Value December 31, 2016 (Dollars in thousands) Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,165 N/A N/A N/A $ 1,165 N/A – Not applicable. (a) EuroDekania owns investments in hybrid capital securities that have attributes of debt and equity, primarily in the form of subordinated debt issued by insurance companies, banks, and bank holding companies based primarily in Western Europe; widely syndicated leveraged loans issued by European corporations; CMBS, including subordinated interests in first mortgage real estate loans; and RMBS and ABS backed by consumer and commercial receivables. The majority of the assets are denominated in Euros and U.K. Pounds Sterling. The fair value of the investment in this category has been estimated using the NAV per share of the investment in accordance with the “practical expedient” provisions of FASB ASC 820. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | 10. DERIVATIVE FINANCIAL INSTRUMENTS FASB ASC 815, Derivatives and Hedging (“FASB ASC 815”), provides for optional hedge accounting. When a derivative is deemed to be a hedge and certain documentation and effectiveness testing requirements are met, reporting entities are allowed to record all or a portion of the change in the fair value of a designated hedge as an adjustment to OCI rather than as a gain or loss in the statements of operations. To date, the Company has not designated any derivatives as hedges under the provisions included in FASB ASC 815. Derivative financial instruments are recorded at fair value. If the derivative was entered into as part of the Company’s broker-dealer operations, it will be included as a component of investments-trading or trading securities sold, not yet purchased. If it is entered into to hedge for another financial instrument included in other investments, at fair value then the derivative will be included as a component of other investments, at fair value. The Company may, from time to time, enter into derivatives to manage its risk exposures (i) arising from fluctuations in foreign currency rates with respect to the Company’s investments in foreign currency denominated investments; (ii) arising from the Company’s investments in interest sensitive investments; and (iii) arising from the Company’s facilitation of mortgage-backed trading. Derivatives entered into by the Company, from time to time, may include (i) foreign currency forward contracts; (ii) purchase and sale agreements of TBAs and other forward agency MBS contracts; and (iii) other extended settlement trades. TBAs are forward contracts to purchase or sell mortgage-backed securities whose collateral remain “to be announced” until just prior to the trade settlement. In addition to TBAs, the Company sometimes enters into forward purchases or sales of agency mortgage-backed securities where the underlying collateral has been identified. These transactions are referred to as other forward agency MBS contracts. TBAs and other forward agency MBS contracts are accounted for as derivatives by the Company under FASB ASC 815. The settlement of these transactions is not expected to have a material effect on the Company’s consolidated financial statements. In addition to TBAs and other forward agency MBS contracts as part of the Company’s broker-dealer operations, the Company may from time to time enter into other securities or loan trades that do not settle within the normal securities settlement period. In those cases, the purchase or sale of the security or loan is not recorded until the settlement date. However, from the trade date until the settlement date, the Company’s interest in the security is accounted for as a derivative as either a forward purchase commitment or forward sale commitment. Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of its carrying amount. Depending on the Company’s investment strategy, realized and unrealized gains and losses are recognized in principal transactions and other income or in net trading in the Company’s consolidated statements of operations on a trade date basis. The Company may, from time to time, enter into the following derivative instruments. Foreign Currency Forward Contracts The Company invests in foreign currency denominated investments that expose it to fluctuations in foreign currency rates, and, therefore, the Company may, from time to time, hedge such exposure by using foreign currency forward contracts. The Company carries the foreign currency forward contracts at fair value and includes them as a component of other investments, at fair value in the Company’s consolidated balance sheets . As of December 31, 2017 and 2016 , the Company had outstanding foreign currency forward contracts with a notional amount of 1.000 million and 1.625 million Euros, respectively. EuroDollar Futures The Company invests in floating rate investments that expose it to fluctuations in interest and, therefore, the Company may, from time to time, hedge such exposure using EuroDollar futures. The Company carries the EuroDollar future contracts at fair value and includes them as a component of investments-trading or trading securities sold, not yet purchased in the Company’s consolidated balance sheets . As of December 31, 2017 and 2016 , the Company had no outstanding EuroDollar future contracts. TBAs and Other Forward Agency MBS Contracts The Company enters into TBAs and other forward agency MBS transactions for three main reasons. (i) The Company trades U.S. government agency obligations. In connection with these activities, the Company may be required to maintain inventory in order to facilitate customer transactions. In order to mitigate exposure to market risk, the Company may enter into the purchase and sale of TBAs and other forward agency MBS contracts. (ii) The Company also enters into TBAs and other forward agency MBS contracts in order to assist clients (generally small to mid-size mortgage loan originators) in hedging the interest rate risk associated with the mortgages owned by these clients. (iii) Finally, the Company may enter into TBAs and other forward agency MBS contracts on a speculative basis. The Company carries the TBAs and other forward agency MBS contracts at fair value and includes them as a component of investments—trading or trading securities sold, not yet purchased in the Company’s consolidated balance sheets . At December 31, 2017 , the Company had open TBA and other forward MBS purchase agreements in the notional amount of $1,029,844 and open TBA and other forward MBS sale agreements in the notional amount of $ 1,029,844 . At December 31, 2016 , the Company had open TBA and other forward agency MBS purchase agreements in the notional amount of $ 1,045,384 and open TBA and other forward agency MBS sale agreements in the notional amount of $ 1,045,384 . Other Extended Settlement Trades When the Company buys or sells a financial instrument that will not settle in the regular time frame, the Company will account for that purchase and sale on the settlement date rather than the trade date. In those cases, the Company accounts for the transaction between trade date and settlement date as either a forward purchase commitment or a forward sale commitment, both considered derivatives. The Company will record an unrealized gain or unrealized loss on the derivative for the difference between the fair value of the underlying financial instrument as of the reporting date and the agreed upon transaction price. At December 31, 2017 , the Company had open forward purchase commitments of $28,146 and open forward sale commitments of $11,500. At December 31, 2016 , the Company had no open forward purchase or sales commitments. The following table presents the Company’s derivative financial instruments and the amount and location of the fair value (unrealized gain / (loss)) recognized in the consolidated balance sheets as of December 31, 2017 and 2016 . DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION (Dollars in thousands) As of December 31, Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Balance Sheet Classification 2017 2016 TBA and other forward agency MBS Investments-trading $ 1,063 $ 8,763 Other extended settlement trades Investments-trading 55 - Foreign currency forward contracts Other investments, at fair value (26) 17 TBA and other forward agency MBS Trading securities sold, not yet purchased (607) (10,282) Other extended settlement trades Other investments, at fair value (251) - $ 234 $ (1,502) The following table presents the Company’s derivative financial instruments and the amount and location of the net gain (loss) recognized in the consolidated statement of operations. DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in thousands) For the Year Ended December 31, Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Income Statement Classification 2017 2016 2015 Foreign currency forward contracts Revenues-principal transactions and other income $ (145) $ 38 $ 374 Other extended settlement trades Revenues-principal transactions and other income (251) - - Other extended settlement trades Revenues-net trading 10 - 3 TBA and other forward agency MBS Revenues-net trading 6,909 7,993 5,298 $ 6,523 $ 8,031 $ 5,675 |
Collateralized Securities Trans
Collateralized Securities Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Collateralized Securities Transactions [Abstract] | |
Collateralized Securities Transactions | 11. COLLATERALIZED SECURITIES TRANSACTIONS Matched Book Repo Business The Company enters into repurchase and reverse repurchase agreements as part of its matched book repo business. In general, the Company will lend money to a counterparty after obtaining collateral secur ities from that counterparty pursuant to a reverse repurchase agreement. The Company will borrow money from another counterparty using those same collateral securities pursuant to a repurchase agreement. The Company seeks to earn net interest income on these transactions. Currently, the Company categorizes its matched book repo business into two major groups: gestational repo and GCF repo. Gestational Repo For several years, the Company has run a matched book gestational repo program. Gestational repo involves entering into repurchase and reverse repurchase agreements where the underlying collateral security represents a pool of newly issued mortgage loans. The borrowers (the reverse repurchase agreement counterparties) are generally mortgage originators. The lenders (the repurchase agreement counterparties) are a diverse group of the counterparties comprised of banks, insurance companies, and other financial institutions. The Company’s gestational repo transactions are cleared through Industrial and Commercial Bank of China (“ICBC”). GCF Repo On October 18, 2017, the Company was notified that it had been approved as a full netting member of the Fixed Income Clearing Corporation’s (“FICC”) Government Securities Division. As a member of the FICC, the Company has access to the FICC’s GCF repo service that provides netting and settlement services for repurchase transactions where the underlying security is general collateral (primarily U.S. Treasuries and U.S. Agency securities). The Company began entering into matched book GCF repo transactions in November 2017. The borrowers (the reverse repurchase agreement counterparties) are a diverse group of financial institutions including hedge funds, registered investment funds, REITs, and other similar counterparties. The lender (the repurchase agreement counterparty) is primarily the FICC itself. The Company uses Bank of New York (“BONY”) as its settlement agent for its GCF repo matched book transactions. The Company is considered self-clearing for this business. Other Repo Transactions In addition to the Company’s matched book repo business, the Company may also enter into reverse repurchase agreements to acquire securities to cover short positions or as an investment. Additionally, the Company may enter into repurchase agreements to finance the Company’s securities positions held in inventory. These repurchase and reverse repurchase agreements are generally cleared on a bilateral or triparty basis; no clearing broker is involved. These transactions are not matched. Repo Information At December 31, 2017 and 2016 , the Company held reverse repurchase agreements of $ 1,680,883 and $ 281,821 , respectively, and the fair value of securities and received as collateral under reverse repurchase agreements was $ 1,753,978 and $ 294,516 , respectively. As of December 31, 2017 , the reverse repurchase agreement balance was comprised of receivables collateralized by 19 securities with 12 counterparties. As of December 31, 2016, the reverse repurchase agreement balance was comprised of receivables collateralized by eight securities with three counterparties. At December 31, 2017 and 2016 , the Company had repurchase agreements of $ 1,692,279 and $ 295,445 , respectively, and the fair value of securities and cash collateral pledged as collateral under repurchase agreements was $ 1,708,154 and $ 309,526 , respectively. These amounts include collateral for reverse repurchase agreements that were re-pledged as collateral for repurchase agreements. Concentration In the matched book repo business, the demand for borrowed funds is generated by the reverse repurchase agreement counterparty and the supply of funds is provided by the repurchase agreement counterparty. On the demand side, the Company does not consider the GCF repo business to be concentrated. The Company’s reverse repo counterparties are a diverse set of financial institutions. On the supply side, the Company obtains nearly all of its funds from the FICC. If the FICC were to reduce its repo lending activities or make significant adverse changes to the cost of such lending, the Company may not be able to replace the FICC funding, or if the Company does so, it may be at a higher cost of funding. Therefore, the Company considers the GCF repo business to be concentrated from the funding side of the business. The gestational repo business has been and continues to be concentrated as to reverse repurchase counterparties. The Company conducts this business with a limited number of reverse repo counterparties. As of December 31, 2017 and 2016 our gestational reverse repurchase agreements shown in the table below represented balances from four and three counterparties, respectively. The Company also has a limited number of repurchase agreement counterparties in the gestational repo business. However, that is more of a function of the limited number of reverse repurchase agreement counterparties with whom the Company conducts this business with rather than a reflection of the limited supply of funds. Therefore, the Company considers the gestational repo business to be concentrated on the demand side. The total net revenue earned by the Company on its matched book repo business (both gestational and GCF Repo) was $3,789 , $2,918 , and $1,418 for the years ended December 31, 2017, 2016, and 2015, respectively. The following table is a summary of the remaining contractual maturity of the gross obligations under repurchase agreements accounted for as secured borrowings segregated by the underlying collateral pledged as of each date shown. SECURED BORROWINGS (Dollars in thousands) December 31, 2017 Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government agency MBS (GCF Repo) $ 1,174,637 $ 475,430 $ - $ - $ 1,650,067 MBS (Gestational Repo) - 411,685 - - 411,685 SBA loans 4,847 - - 4,847 $ 1,179,484 $ 887,115 $ - $ - $ 2,066,599 Reverse repurchase agreements with FICC netted with repurchase agreements with FICC (374,320) Securities sold under agreement to repurchase $ 1,692,279 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government agency MBS (GCF Repo) $ 25,004 $ 514,780 $ 750,018 $ 353,790 $ 1,643,592 MBS (Gestational Repo) 411,611 411,611 SBA loans - - - - $ 25,004 $ 926,391 $ 750,018 $ 353,790 $ 2,055,203 Reverse repurchase agreements with FICC netted with repurchase agreements with FICC (374,320) Receivables under resale agreements $ 1,680,883 SECURED BORROWINGS (Dollars in Thousands) December 31, 2016 Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total MBS (Gestational Repo) $ - $ 281,670 $ - $ - $ 281,670 SBA loans 13,775 - - - 13,775 $ 13,775 $ 281,670 $ - $ - $ 295,445 Securities sold under agreement to repurchase $ 295,445 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total MBS (Gestational Repo) $ - $ 281,821 $ - $ - $ 281,821 SBA loans - - - - - $ - $ 281,821 $ - $ - $ 281,821 Receivables under resale agreements $ 281,821 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill [Abstract] | |
Goodwill | 12. GOODWILL Goodwill is comprised of the following. GOODWILL (Dollars in thousands) As of December 31, 2017 2016 AFN $ 110 $ 110 JVB 7,882 7,882 Goodwill $ 7,992 $ 7,992 The Company measures its goodwill impairment on an annual basis or when events indicate that goodwill may be impaired. The Company first assesses qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Based on the results of the qualitative assessment, the Company then determines whether it needs to calculate the fair value of the reporting unit as part of the first step of the two-step goodwill impairment test. AFN Goodwill The annual impai rment testing date for the AFN g oodwill is October 1. The first testing date following the Merger was October 1, 2010. The Company determined the goodwill was no t impaired as of October 1, 2017 , 2016 , and 2015 . JVB Goodwill The annual impairment testing date for the JVB g oodwill is January 1. The first testing date after the acquisition was January 1, 2012. The Company determined the goodwill was no t impaired as of January 1, 2017, 2016, and 2015. |
Other Assets and Accounts Payab
Other Assets and Accounts Payable and Other Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets and Accounts Payable and Other Liabilities [Abstract] | |
Other Assets And Accounts Payable And Other Liabilities | 13. OTHER ASSETS AND ACCOUNTS PAYABLE AND OTHER LIABILITIES Other assets are comprised of the following. OTHER ASSETS (Dollars in thousands) As of December 31, 2017 2016 Deferred costs $ - $ 600 Prepaid expenses 796 976 Prepaid income taxes - 99 Security deposits 272 1,799 Miscellaneous other assets 46 163 Furniture, equipment, and leasehold improvements, net 392 498 Intangible assets 166 166 Other assets $ 1,672 $ 4,301 Accounts payable and other liabilities are comprised of the following. ACCOUNTS PAYABLE AND OTHER LIABILITIES (Dollars in thousands) As of December 31, 2017 2016 Accounts payable $ 249 $ 326 Redeemable financial instrument accrued interest 398 761 Rent payable 75 54 Accrued interest payable 629 305 Accrued interest on securities sold, not yet purchased 604 512 Payroll taxes payable 685 576 Counterparty cash collateral 1,219 - Other general accrued expenses 1,349 1,084 Accounts payable and other liabilities $ 5,208 $ 3,618 The r edeemable financial instrument accrued interest represents accrued interest on the JKD Capital Partners 1 LTD r edeemable f inancial i nstrument and the DGC Family Fintech Trust/CBF r edeemable f inancial i nstrument. See note 16. Counterparty cash collateral represents cash collateral received due to margin calls on our reverse repurchase securities. This cash is owed to the counterparty. See note 11. |
Furniture, Equipment, And Lease
Furniture, Equipment, And Leasehold Improvements, Net | 12 Months Ended |
Dec. 31, 2017 | |
Furniture, Equipment, And Leasehold Improvements, Net [Abstract] | |
Furniture, Equipment, And Leasehold Improvements, Net | 14. FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET Furniture, equipment, and leasehold improvements, net, which are included as a component of other assets on the consolidated balance sheets , are as follows. FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET (Dollars in thousands) As of December 31, Estimated Useful Lives 2017 2016 Furniture and equipment 3 to 5 Years $ 1,299 $ 1,712 Leasehold improvements 5 to 10 Years 548 686 1,847 2,398 Accumulated depreciation (1,455) (1,900) Furniture, equipment, and leasehold improvements, net $ 392 $ 498 For the year ended December 31, 2017 , the Company wrote-off fully depreciated furniture and equipment and leasehold improvements of $724 . The Company recognized depreciation and amortization expense of $249 , $291 , and $733 for the years ended December 31, 2017 , 2016 , and 2015 , respectively, as a component of depreciation and amortization on the consolidated statements of operations, all of which represented depreciation of furniture, equipment, and leasehold improvements. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2017 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 15. VARIABLE INTEREST ENTITIES As a general matter, a reporting entity must consolidate a VIE when it is deemed to be the primary beneficiary. The primary beneficiary is the entity that has both (a) the power to direct the matters that most significantly impact the VIE’s financial performance and (b) a significant variable interest in the VIE. For the reporting periods presented herein, the Company has determined that it is not the primary beneficiary of, and therefore has not consolidated, any VIE. The Company’s Principal Investing Portfolio For each investment made within the principal investing portfolio, the Company assesses whether the investee is a VIE and if the Company is the primary beneficiary. As of December 31, 2017 , the Company had variable interests in various securitization VIEs, but determined that it was not the primary beneficiary, and, therefore, was not consolidating the securitization VIEs. The maximum potential financial statement loss the Company would incur if the securitization vehicles were to default on all of their obligations would be the loss of value of the interests in securitizations that the Company holds in its inventory at the time. The Company did not provide financial support to these VIEs during years ended December 31, 2017 and 2016 and had no liabilities, contingent liabilities, or guarantees (implicit or explicit) related to these VIEs at December 31, 2017 and 2016 . The Company’s Asset Management Activities For each investment management contract entered into by the Company, the Company assesses whether the entity being managed is a VIE and if the Company is the primary beneficiary. The Company serves as collateral asset manager to certain securitizations that are VIEs. Under the current guidance of ASU 2015-02, the Company has concluded that its asset management contracts should not be considered variable interests. Currently, the Company has no other interests in entities it manages that are considered variable interests. Therefore, the Company is not the primary beneficiary of any securitizations that it manages. The Company’s Trading Portfolio From time to time, the Company may have an interest in a VIE through the investments it makes as part of its trading activities. Because of the high volume of trading activity the Company experiences, the Company does not perform a formal assessment of each individual investment within its trading portfolio to determine if the investee is a VIE and if the Company is a primary beneficiary. Even if the Company were to obtain a variable interest in a VIE through its trading portfolio, the Company would not be deemed to be the primary beneficiary for two main reasons: (a) the Company does not usually obtain the power to direct activities that most significantly impact any investee’s financial performance and (b) a scope exception exists within the consolidation guidance for cases where the reporting entity is a broker-dealer and any control (either as the primary beneficiary of a VIE or through a controlling interest in a voting interest entity) was deemed to be temporary. In the unlikely case that the Company obtained the power to direct activities and obtained a significant variable interest in an investee in its trading portfolio that was a VIE, any such control would be deemed to be temporary due to the rapid turnover within the trading portfolio. The following table presents the carrying amounts of the assets in the Company’s consolidated balance sheets that relate to the Company’s variable interests in identified VIEs with the exception of (i) the two trust VIEs that hold the Company’s junior subordinated notes (see note 17) and (ii) any security that represents an interest in a VIE that is included in investments-trading or securities sold but not yet purchased in the Company’s consolidated balance sheets . The table below shows the Company’s maximum exposure to loss associated with these identified nonconsolidated VIEs in which it holds variable interests at December 31, 2017 and 2016 . CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES (Dollars in thousands) As of December 31, 2017 2016 Other Investments, at fair value $ 4,511 $ 6,761 Maximum Exposure $ 4,511 $ 6,761 |
Redeemable Financial Instrument
Redeemable Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Redeemable Financial Instruments [Abstract] | |
Redeemable Financial Instruments | 16. REDEEMABLE FINANCIAL INSTRUMENTS Redeemable Financial Instrument – DGC Family Fintech Trust/CBF On September 29, 2017, the Operating LLC, entered into two investment agreements (the “ 2017 Investment Agreements ’) with each of CBF and the DGC Family Fintech Trust , a trust established by Daniel G. Cohen (together, the “2017 Investors”) respectively and The Operating LLC. Daniel G. Cohen, the chairman of the Company’s board of directors and the Operating LLC’s board of managers is the sole member of CBF. Pursuant to the 2017 Investment Agreements , the 2017 Investors agreed to invest an aggregate of $10,000 (the “Investment Amount”) into Cohen & Company LLC (the “Investment”), all of which was paid on September 29, 2017. In exchange for the Investment, The Operating LLC agreed to pay to the 2017 Investors, in arrears following each calendar month during the term of the 2017 Investment Agreements , an amount equal to the aggregate i nvestment r eturn for such calendar month, as calculated in accordance with the terms of the 2017 Investment Agreements . The investment return (“2017 Investment Return”) is defined as an annual return, in the aggregate, equal to: 1. for any 365-day period beginning on September 29, 2017 or any anniversary of September 29, 2017 (each an “Annual Period”) and ending on or before the third anniversary of September 29, 2017, 3.2% of the Investment Amount, plus (x) 15% of the revenue of the GCF repo business (the “Revenue of the Business”) of JVB, for any Annual Period in which the Revenue of the Business is greater than zero but less than or equal to $5,333 , (y) $800 for any Annual Period in which the Revenue of the Business is greater than $5,333 but less than or equal to $8,000 , or (z) 1 0% of the Revenue of the Business for any Annual Period in which the Revenue of the Business is greater than $8,000 ; or 2. for any Annual Period following the third anniversary of September 29, 2017, (x) for any Annual Period in which the Revenue of the Business is greater than zero , the greater of 20% of the Investment Amount or 20% of the Revenue of the Business, or (y) for any Annual Period in which the Revenue of the Business is zero or less than zero , 3.2% of the Investment Amount. The Investment Return is recorded monthly as interest expense and the related accrued interest is included in accounts payable and other liabilities. See notes 13 and 17. The term of the 2017 Investment Agreements commenced on September 29, 2017 and will continue until the 2017 Investment Agreements are terminated (see below). Prior to the third anniversary of the Effective Date, the Operating LLC may terminate the 2017 Investment Agreements upon 90 days’ prior written notice to the 2017 Investors. At any time following the third anniversary of the Effective Date, the 2017 Investors or the Operating LLC may, upon 60 days’ notice to the other party, cause the Operating LLC to pay to the 2017 Investors an amount equal the “Investment Balance”(as defined in the Investment Agreement) plus an amount equal to any accrued but unpaid Investment Return. Upon termination of the 2017 Investment Agreements , the Operating LLC will, within 30 days following such termination pay to 2017 Investors an amount in cash equal to the greater of the sum of: (a) the Investment Amount plus (b) all accrued and unpaid Investment Return monthly payments as of the date of termination plus (c) an amount equal to an annualized 15% return on the Investment Amount from the effective date through the date of termination, minus (d) the aggregate amount of all Investment Return payments previously paid by the Operating LLC to the 2017 Investors, and (a) the Investment Amount plus (b) all accrued and unpaid Investment Return monthly payments as of the date of termination. See note 28. Redeemable Financial Instrument – JKD Capital Partners I LTD On October 3, 2016, The Operating LLC entered into an Investment Agreement (the “JKD Investment Agreement”), by and between Operating LLC and JKD Capital Partners I LTD (the “JKD Investor”), in which the Investor agreed to invest up to $12,000 in t he Operating LLC (the “JKD Investment”), $6,000 of which was invested on that date and an additional $1,000 was invested in January 2017. The JKD Investor is owned by Jack DiMaio, the vice chairman of the Company’s board of directors and the vice chairman of the Operating LLC’s board of managers and his spouse. See note 28. In exchange for the JKD Investment, the Operating LLC agreed to pay to the JKD Investor during the term of the Investment Agreement an amount (“JKD Investment Return”) equal to 50% of the difference between (i) the revenues generated during a quarter by the activities of the Institutional Corporate Trading Business of JVB and (ii) certain expenses incurred by such Institutional Corporate Trading Business. This JKD Investment Return is recorded monthly as interest expense or (interest income) with the related accrued interest recorded in accounts payable and other accrued liabilities. If the return is negative on an individual quarter, it will reduce the balance of the investment. Payments of the JKD Investment Return are made on a quarterly basis. The term of the JKD Investment Agreement commenced on October 3, 2016 and will continue until Redemption occurs, unless the JKD Investment Agreement is earlier terminated. The Investor may terminate the Investment Agreement (i) upon 90 days’ prior written notice to the Operating LLC if the Operating LLC or its affiliates modify any of their policies or procedures governing the operation of their businesses or change the way they operate their business and such modification has a material adverse effect on the amounts payable to the Investor pursuant to the Investment Agreement or (ii) upon 60 day s’ prior written notice to the Operating LLC if the employment of Lester Brafman, the Company’s Chief Executive Officer, is terminated. The Operating LLC may terminate the Investment Agreement up on 60 days ’ prior written notice to the Investor if Mr. DiMaio ceases to control the day-to-day operations of the Investor. Upon a termination of the Investment Agreement, the Operating LLC will pay to the Investor an amount equal to the “Investment Balance” (as such term is defined in the Investment Agreement) as of the day prior to such termination. At any time following October 3, 2019, the Investor or the Operating LLC may, upon two months’ notice to the other party, cause the Operating LLC to pay (a “Redemption”) to the Investor an amount equal to the “Investment Balance” (as such term is defined in the Investment Agreement) as of the day prior to such Redemption. If the Operating LLC or JVB sells JVB’s Institutional Corporate Trading Business to any unaffiliated third party, and such sale is not part of a larger sale of all or substantially all of the assets or equity securities of the Operating LLC or JVB, the Operating LLC will pay to the Investor an amount equal to 25% of the net consideration paid to the Operating LLC in connection with such sale, after deducting certain amounts and certain expenses incurred by the Operating LLC or JVB in connection with such sale. See Note 17. Redeemable financial instruments consist of the following in the periods shown: REDEEMABLE FINANCIAL INSTRUMENTS As of and For the Year Ended December 31, 2017 (Dollars in thousands) Outstanding Balance Accrued Interest Interest expense incurred JKD Capital Partners I LTD $ 6,732 $ 367 $ 831 DGC Family Fintech Trust / CBF 10,000 31 89 $ 16,732 $ 398 $ 920 REDEEMABLE FINANCIAL INSTRUMENTS As of and For the Year Ended December 31, 2016 (Dollars in Thousands) Outstanding Balance Accrued Interest Interest expense incurred JKD Capital Partners I LTD $ 6,000 $ 761 $ 761 $ 6,000 $ 761 $ 761 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Debt | 17. DEBT The Company had the following debt outstanding. DETAIL OF DEBT (Dollars in thousands) Description As of December 31, 2017 As of December 31, 2016 Interest Rate Terms Interest (4) Maturity Contingent convertible debt: 8.00% convertible senior note ("the 2017 Convertible Note") $ 15,000 $ - Fixed 8.00 % March 2022 (1) 8.00% convertible senior notes ("the 2013 Convertible Notes") 8,248 8,248 Fixed 8.00 % September 2018 (2) Less unamortized debt issuance costs (1,343) (274) 21,905 7,974 Junior subordinated notes (3): Alesco Capital Trust I 28,125 28,125 Variable 5.38 % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 5.84 % March 2035 Less unamortized discount (25,853) (26,576) 22,272 21,549 Total $ 44,177 $ 29,523 (1) The holder of the 2017 Convertible Note may convert all or any part of the outstanding principal amount of the 2017 Convertible Note at any time prior to maturity into units of the Operating LLC at a conversion price of $1.45 per unit, subject to customary anti-dilution adjustments. Units of the Operating LLC not held by Cohen & Company Inc. may, with certain restrictions, be redeemed and exchanged into shares of the Company on a ten -for-one basis. Therefore, the 2017 Convertible Note can be converted into Operating LLC units and then redeemed and exchanged into Common Stock at an effective conversion price of $14.50 . (2) The holders of the 2013 Convertible Notes may convert all or any part of the outstanding principal amount of the 2013 Convertible Notes at any time prior to maturity into shares of the Company’s C ommon S tock, par value $0.01 per share at a conversion price of $30.00 per share, subject to customary anti-dilution adjustments. (3) The junior subordinated notes listed represent debt the Company owes to the two trusts noted above. The total par amount owed by the Company to the trusts is $49,614 . However, the Company owns the common stock of the trusts in a total par amount of $1,489 . The Company pays interest (and at maturity, principal) to the trusts on the entire $49,614 junior notes outstanding. However, the Company receives back from the trusts the pro rata share of interest and principal on the common stock we hold of $1,489 . These trusts are VIEs and the Company does not consolidate them even though the Company holds the common stock. The Company carries the common stock on its balance sheet at a value of $0 . (4) Represents the interest rate in effect as of the last day of the reporting period. Contingent convertible debt The 2017 Convertible Note On March 10, 2017 (the “Closing Date”), the Operating LLC entered into a Securities Purchase Agreement (the “2017 Convertible Note Purchase Agreement”), by and among the Operating LLC and DGC Family Fintech Trust, a trust established by Daniel G. Cohen, and solely for purposes of certain sections of the 2017 Convertible Note Purchase Agreement thereof, the Company. Mr. Cohen is the chairman of the Company’s board of directors and chairman of the board of managers of the Operating LLC. Pursuant to the 2017 Convertible Note Purchase Agreement, the DGC Family Fintech Trust agreed to purchase from the Operating LLC, and the Operating LLC agreed to issue and to sell to the DGC Family Fintech Trust, a convertible senior secured promissory note (the “2017 Convertible Note”) in the aggregate principal amount of $15,000 . On the Closing Date, the DGC Family Fintech Trust paid to the Operating LLC $15,000 in cash in consideration for the 2017 Convertible Note. In addition, pursuant to the 2017 Convertible Note Purchase Agreement, on the Closing Date, the Operating LLC was required to pay to the DGC Family Fintech Trust the $600 Transaction Fee, which obligation was offset in full by Mr. Cohen’s obligation to pay the Termination Fee for the Europe Sale Agreement (see note 5) to the Operating LLC. As required pursuant to ASC 470, the Company accounted for the 2017 Convertible Notes as conventional convertible debt and did not allocate any amount of the proceeds to the embedded equity option. Under the 2017 Convertible Note Purchase Agreement, the Operating LLC and the DGC Family Fintech Trust offer customary indemnifications. Further, the Operating LLC and the DGC Family Fintech Trust provide each other with customary representations and warranties, the Company provides limited representations and warranties to the DGC Family Fintech Trust, and each of the Operating LLC and the Company make customary affirmative covenants. Pursuant to the 2017 Convertible Note Purchase Agreement, the Company agreed to execute an amendment (the “LLC Agreement Amendment”) to the Amended and Restated Limited Liability Company Agreement of the Operating LLC dated as of December 16, 2009, by and among the Operating LLC and its members, as amended (the “LLC Agreement”) at such time in the future as all of the other members execute the LLC Agreement Amendment. The LLC Agreement Amendment provides, among other things, that the Board of Managers will initially consist of Daniel G. Cohen, as chairman of the Operating LLC’s board of managers, Lester R. Brafman (the Company’s current chief executive officer), and Joseph W. Pooler, Jr. (the Company’s current executive vice president, chief financial officer, and treasurer). The LLC Agreement Amendment also provides that Mr. Cohen will not be able to be removed from the Operating LLC’s board of managers or as chairman of the Operating LLC’s board of managers other than for cause or under certain limited circumstances. The LLC Agreement Amendment was not executed as of December 31, 2017. The outstanding principal amount under the 2017 Convertible Note is due and payable on the fifth anniversary of the Closing Date, provided that the Operating LLC may, in its sole discretion, extend the maturity date for an additional one-year period, in each case unless the 2017 Convertible Note is earlier converted (in the manner described below). The 2017 Convertible Note accrues interest at a rate of 8% per year, payable quarterly. Provided that no event of default has occurred under the 2017 Convertible Note, if dividends of less than $0.20 per share are paid on the Common Stock in any fiscal quarter prior to an interest payment date, then the Operating LLC may pay one-half of the interest payable on such date in cash, and the remaining one-half of the interest otherwise payable will be added to the principal amount of the 2017 Convertible Note then outstanding. The 2017 Convertible Note contains customary “Events of Default.” Upon the occurrence or existence of any Event of Default under the 2017 Convertible Note, the outstanding principal amount is immediately accelerated in certain limited instances and may be accelerated in all other instances upon notice by the holder of the 2017 Convertible Note to the Operating LLC. Further, upon the occurrence of any Event of Default under the 2017 Convertible Note and for so long as such Event of Default continues, all principal, interest, and other amounts payable under the 2017 Convertible Note will bear interest at a rate equal to 9% per year. The 2017 Convertible Note may not be prepaid in whole or in part prior to the maturity date without the prior written consent of the holder thereof (which may be granted or withheld in its sole discretion). The 2017 Convertible Note is secured by the equity interests held by the Operating LLC in all of its subsidiaries. At any time following the Closing Date, all or any portion of the outstanding principal amount of the 2017 Convertible Note may be converted by the holder thereof into units of membership interests of the Operating LLC (“LLC Units”) at a conversion rate equal to $1.45 per unit, subject to customary anti-dilution adjustments. Units of the Operating LLC not held by Cohen & Company Inc. may, with certain restrictions, be redeemed and exchanged into shares of the Company on a ten -for-one basis. Therefore, the 2017 Convertible Note can be converted into Operating LLC units and then redeemed and exchanged into Common Stock at an effective conversion price of $14.50 . Under the 2017 Convertible Note Purchase Agreement, the Company submitted a proposal to the Company’s stockholders at its 2017 annual meeting of stockholders to approve the Company’s issuance, if any, of Common Stock upon any redemption of the LLC Units and the Company’s board of directors agreed to recommend that the Company’s stockholders vote to approve such proposal. The proposal was approved at the Company’s 2017 annual meeting. Following any conversion of the 2017 Convertible Note into LLC Units, the holder of such LLC Units will have the same rights of redemption, if any, held by the holders of LLC Units as set forth in the LLC Agreement; provided that the holder will have no such redemption rights with respect to such LLC Units if the Company’s board of directors determines in good faith that satisfaction of such redemption by the Company with shares of its Common Stock would (i) jeopardize or endanger the availability to the Company of its net operating loss and net capital loss carryforwards and certain other tax benefits under Section 382 of the Internal Revenue Code of 1986, or (ii) constitute a “Change of Control” under the Junior Subordinated Indenture, dated as of June 25, 2007, between the Company (formerly Alesco Financial Inc.) and Wells Fargo Bank, N.A., as trustee. Under the 2017 Convertible Note, if following any conversion of the 2017 Convertible Note into LLC Units, for so long as the Company owns a number of LLC Units representing less than a majority of the voting control of the Operating LLC, each holder of any LLC Units issued as a result of the conversion of the 2017 Convertible Note (regardless of how such LLC Units were acquired by such holder) is obligated to grant and appoint the Company as such holder’s proxy and attorney-in-fact to vote (i) the number of LLC Units owned by each such holder that, if voted by the Company, would give the Company a majority of the voting control of the Operating LLC, or (ii) if such holder holds less than such number of LLC Units, all such holder’s LLC Units. The 2017 Convertible Note provides that it is senior to all indebtedness of the Operating LLC incurred following the Closing Date, and is senior to any subordinated or junior subordinated indebtedness of the Operating LLC outstanding as of the Closing Date. The 2013 Convertible Notes In connection with the investments by Mead Park Capital and EBC, as assignee of CBF, in September 2013, the Company issued $8,248 in aggregate principal amount of convertible senior promissory notes. The 2013 Convertible Notes accrue 8% interest per year, payable quarterly. The 2013 Convertible Notes mature on September 25, 2018. As required under ASC 470, the Company accounted for the 2013 Convertible Notes as conventional convertible debt and did not allocate any amount of the proceeds to the embedded equity option. The holders of the notes may convert all or any part of the outstanding principal amount of the 2013 Convertible Notes at any time into shares of the Company’s Common Stock at $30.00 per share conversion price, subject to customary anti-dilution adjustments. Accordingly, based on the current principal balance, the notes will be convertible into up to an aggregate of 274,917 shares of Common Stock. However, the 2013 Convertible Notes have certain provisions that allow for the deferral of interest payments: (i) if dividends of less than $0.20 per share are paid on the Company’s Common Stock in the quarter prior to any interest payment date, then the Company may pay one -half of the interest in cash on such date, and the remaining one -half of the interest otherwise payable will be added to the principal amount of the convertible note then outstanding and (ii) if no dividends are paid on the Company’s Common Stock in the quarter prior to any interest payment date, then the Company may make no payment in cash on such date, and all of the interest otherwise payable on such date will be added to the principal amount of the note then outstanding. As of December 31, 2017 , the Company was in compliance with the covenants of the 2013 Convertible Notes and has paid all of the interest due thereunder in cash. Junior Subordinated Notes The Company assumed $49,614 aggregate principal amount of junior subordinated notes outstanding at the time of the Merger. The Company recorded the debt at fair value on the acquisition date. Any difference between the fair value of the junior subordinated notes on the Merger date and the principal amount of debt is amortized into earnings over the estimated remaining life of the underlying debt as an adjustment to interest expense. The junior subordinated notes are payable to two special purpose trusts: 1. Alesco Capital Trust I : $28,995 in aggregate principal amount issued in June 2007. The notes mature on July 30, 2037 and may be called by the Company at any time. The notes accrue interest payable quarterly at a floating interest rate equal to LIBOR plus 400 basis points per annum through July 30, 2037. All principal is due at maturity. Alesco Capital Trust I simultaneously issued 870 shares of Alesco Capital Trust I’s common securities to the Company for a purchase price of $870 , which constitutes all of the issued and outstanding common securities of Alesco Capital Trust I. 2. Sunset Financial Statutory Trust I (“Sunset Financial Trust”) : $20,619 in aggregate principal amount issued in March 2005. The notes mature on March 30, 2035. The notes accrue interest payable quarterly at a floating rate of interest of 90-day LIBOR plus 415 basis points. All principal is due at maturity. Sunset Financial Trust simultaneously issued 619 shares of Sunset Financial Trust’s common securities to the Company for a purchase price of $619 , which constitutes all of the issued and outstanding common securities of Sunset Financial Trust. Alesco Capital Trust I and Sunset Financial Trust (collectively, the “Trusts”) described above are VIEs pursuant to variable interest provisions included in FASB ASC 810 because the holders of the equity investment at risk do not have adequate decision making ability over the Trusts’ activities. The Company is not the primary beneficiary of the Trusts as it does not have the power to direct the activities of the Trusts. The Trusts are not consolidated by the Company and, therefore, the Company’s consolidated financial statements include the junior subordinated notes issued to the Trusts as a liability, and the investment in the Trusts’ common securities as an asset. The common securities were deemed to have a fair value of $0 as of the Merger Date. These are accounted for as cost method investments; therefore, the Company does not adjust the value at each reporting period. Any income generated on the common securities is recorded as interest income, a component of interest expense, net, in the consolidated statement of operations. The junior subordinated notes have several financial covenants. Since the Merger, Cohen & Company Inc. has been in violation of one covenant of Alesco Capital Trust I. As a result of this violation, Cohen & Company Inc. is prohibited from issuing additional debt that is either subordinated to or pari passu with Alesco Capital Trust I debt. This violation does not prohibit Cohen & Company Inc. from issuing senior debt or the Operating LLC from issuing debt of any kind. Cohen & Company Inc. is in compliance with all other covenants of the junior subordinated notes. The Company does not consider this violation to have a material adverse impact on its operations or on its ability to obtain financing in the future. Deferred Financing The Company incurred $1,400 of deferred financing costs associated with the issuance of the 2017 Convertible Note and $670 of deferred financing costs associated with the issuance of the 2013 Convertible Notes. These amounts were initially recorded as a discount on debt and are amortized to interest expense over the life of the notes under the effective interest method. The Company recognized interest expense from deferred financing costs of $332 , $136 , and $123 for the years ended December 31, 2017 , 2016 , and 2015 , respectively . Interest Expense, net Interest expense includes interest incurred in connection with the Company’s debt and redeemable financial instruments (see note 16), the amortization of deferred financing related to the 2017 and 2013 Convertible Notes, the amortization of discount related to the convertible senior notes and the junior subordinated notes, and other miscellaneous items. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | 18. EQUITY Common Stock On September 1, 2017, the Company effected a 1-for- 10 reverse stock split and increased the par value of the Company’s Common Stock from $0.001 per share to $0.01 per share. All share and per share amounts, and exercise and conversion prices for all periods presented herein reflect the reverse split as if it had occurred as of the beginning of the first period presented. No fractional shares were issued in connection with the reverse stock split. Instead, a stockholder who otherwise would have been entitled to receive fractional shares of Common Stock as a result of the reverse stock split became entitled to receive from the Company cash in lieu of such fractional shares. The total cash payment for the fractional shares was $4 . Immediately after the reverse stock split there were 1,262,584 of common shares outstanding, which included 81,098 of unvested and restricted stock. The holders of the Company’s Common Stock are entitled to one vote per share. These holders are entitled to receive distributions on such stock when, as, and if authorized by the Company’s board of directors out of funds legally available and declared by the Company, and to share ratably in the assets legally available for distribution to the Company’s stockholders in the event of its liquidation, dissolution, or winding up after payment of or adequate provision for all of the Company’s known debts and liabilities, including the preferential rights on dissolution of any class or classes of preferred stock. The holders of the Company’s Common Stock have no preference, conversion, exchange, sinking fund, redemption, or, so long as the Company’s Common Stock remains listed on a national exchange, appraisal rights and have no preemptive rights to subscribe for any of the Company’s securities. Shares of the Company’s Common Stock have equal dividend, liquidation, and other rights. Preferred Stock Series C Junior Participating Preferred Stock : Series C Junior Participating Preferred Stock (“Series C Preferred Stock”) was authorized by the Company’s board of directors in connection with the Stockholder Rights Plan discussed below. The Series C Preferred Stock has a par value of $0.001 per share and 10,000 shares were authorized as of December 31, 2017 and 2016 . The holders of Series C Preferred Stock are entitled to receive, when, as, and if declared by the Company’s board of directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September, and December in each year commencing on the first quarterly dividend payment date after the first issuance of a share or fraction of a share of Series C Preferred Stock. Dividends accrue and are cumulative. The holder of each share of Series C Junior Participating Preferred Stock is entitled to 10,000 votes on all matters submitted to a vote of the Company’s stockholders. Holders of Series C Preferred Stock are entitled to receive dividends, distributions or distributions upon liquidation, dissolution, or winding up of the Company in an amount equal to $100,000 per share of Series C Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions, whether or not declared, prior to payments made to holders of shares of stock ranking junior to the Series C Preferred Stock. The shares of Series C Preferred Stock are not redeemable. There were no shares of Series C Preferred Stock issued and outstanding as of December 31, 2017 and 2016 . Series E Voting Non-Convertible Preferred Stock : Each share of the Company’s Series E Voting Non-Convertible Preferred Stock (“Series E Preferred Stock”) has no economic rights but entitles the holders thereof, to vote the Series E Preferred Stock on all matters presented to the Company’s stockholders. For every 10 shares of Series E Preferred Stock, the holders thereof are entitled to one vote on any such matter. Mr. Cohen, the Company’s chairman , is the sole holder of all 4,983,557 shares of Series E Preferred Stock outstanding as of December 31, 2017. The Series E Preferred Stock held by Mr. Cohen give him the same voting rights he would have if all of the Operating LLC membership units held by him were exchanged for Common Stock on a ten for one basis and effectively gives Mr. Cohen voting rights at the Company in the same proportion as his economic interest (as his membership units of the Operating LLC do not carry voting rights at the Company level). The Series E Preferred Stock effectively enables Mr. Cohen to exercise approximately 29.12% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2017 (in addition to the voting power he holds through his common share ownership). The terms of the Series E Preferred Stock provide that, if the Company causes the redemption of or otherwise acquires any of the Operating LLC units owned by Mr. Cohen as of May 9, 2013, then the Company will redeem an equal number of shares of Series E Preferred Stock. The Series E Preferred Stock is otherwise perpetual. As of December 31, 2017 , there were 4,983,557 shares of Series E Preferred Stock issued and outstanding. See Non-Controlling Interest — Future Conversion / Redemption of Operating LLC Units below. Stockholder Rights Plan On May 9, 2013, the Company’s board of directors adopted the Section 382 Rights Agreement between the Company and Computershare Shareowner Services LLC (the “2013 Rights Agreement”) in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its deferred tax assets to reduce potential future federal income tax obligations. The Company’s board of directors authorized and declared a dividend distribution of one right for each share of the Company’s Common Stock outstanding at the close of business on May 20, 2013. Each right entitled the registered holder to purchase from the Company one ten-thousandth of a share of the Company’s Series C Junior Participating Preferred Stock at an exercise price of $100.00 per one ten-thousandth of a share of the Company’s Series C Junior Participating Preferred Stock, subject to adjustment. The rights would have become exercisable following (i) the 10th day following a public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 4.95% or more of the Company’s Common Stock or (ii) the 10 th business day following the commencement of a tender offer or exchange offer that would result in a person or group having ownership of 4.95% or more of the Company’s Common Stock. On August 28, 2015, the Company’s board of directors approved the redemption of all of the rights outstanding under the 2013 Rights Agreement. The redemption immediately terminated all rights to exercise the rights and effectively terminated the Rights Agreement. Pursuant to the redemption, the Company paid to the holders of the rights a redemption price equal to $0.001 per right, in cash, on September 8, 2015, for an aggregate amount of $15 . On August 3, 2016, the Company adopted a new Section 382 Rights Agreement (the “2016 Rights Agreement”) between the Company and Computershare, Inc. The Company’s board of directors adopted the 2016 Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its net operating loss and net capital loss carry forwards to reduce potential future federal income tax obligations. The 2016 Rights Agreement provides for a distribution of one preferred stock purchase right for each share of the Company’s Common Stock outstanding to stockholders of record at the close of business on August 15, 2016. Each right entitles the registered holder to purchase from the Company a unit consisting of one ten-thousandth of a share of the Company’s Series C Junior Participating Preferred Stock, par value $0.001 per share, at a Purchase Price of $100.00 per unit subject to adjustment. The rights will become exercisable following (i) the 10th day after a public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 4.95% or more of the Company’s Common Stock or (ii) the 10th business day following the commencement of a tender offer or exchange offer that would result in a person or group having ownership of 4.95% or more of the Company’s Common Stock. The rights have no voting privileges and the Rights Agreement will expire on the earliest of (i) the close of business on December 31, 2019, (ii) the time at which the rights are redeemed pursuant to the 2016 Rights Agreement, (iii) the time at which the rights are exchanged pursuant to the 2016 Rights Agreement, (iv) the repeal of Section 382 of the Internal Revenue Code or any successor statute if the Company’s board of directors determines that the 2016 Rights Agreement is no longer necessary or desirable for the preservation of certain tax benefits, and (v) the beginning of the taxable year of the Company in which the Company’s board of directors determines that certain tax benefits may not be carried forward. No rights were exercisable at December 31, 2017 . There was no impact to the Company’s financial results as a result of the adoption of the 2016 Rights Agreement. The terms and the conditions of the rights are set forth in the Section 382 Rights Agreement filed on Form 8-A with the Securities and Exchange Commission on August 3, 2016. As permitted under the 2016 Rights Agreement, on December 18, 2017, the Company’s board of directors approved a request from Christopher Ricciardi, a former member of the Company’s board of directors and the beneficial owner of over 5% of the Company’s Common Stock to purchase up to 100,000 shares of Common Stock on or prior to March 31, 2018 without the rights under the 2016 Rights Agreement becoming exercisable . As a result, no rights under the 2016 Rights Agreement have or will become exercisable in connection with any purchase by Mr. Ricciardi of such Common Stock. Net Share Settlement of Restricted Stock The Company may, from time to time, net share settle equity-based awards for the payment of employees’ tax obligations to taxing authorities related to the vesting of such equity-based awards. The total shares withheld and retired are based on the value of the restricted award on the applicable vesting date as determined by the Company’s closing stock price. These net share settlements reduced the number of shares that would have otherwise been issued as a result of the vesting and do not represent an expense to the Company. Repurchases of Shares and Retirement of Treasury Stock On March 17, 2017 and 2016, the Company entered into letter agreements (together, the “10b5-1 Plan”) with Sandler O’Neill & Partners, L.P. (“Agent”). The 2016 letter agreement was in effect from March 17, 2016 until December 15, 2016. The 2017 letter agreement is in effect from March 17, 2017 until March 17, 2018. The 2016 letter called for the Agent to use its commercially reasonable efforts to purchase, on the Company’s behalf, up to an aggregate maximum of $1,000 of Common Stock on any day that the NYSE American Stock Exchange is open for business. The 2017 letter agreement calls for the Agent to purchase up to an aggregate maximum of $2,000 of the shares of Common Stock. Pursuant to the 10b5-1 Plan, purchases of Common Stock may be made in public and private transactions and must comply with Rule 10b-18 under the Exchange Act. The 10b5-1 Plan is designed to comply with Rule 10b5-1 under the Exchange Act. Pursuant to the 10b5-1 Plan, the Company repurchased 15,270 shares in the open market for a total purchase price of $149 for the twelve months ended December 31, 2017. In addition, in privately negotiated transactions, during the second quarter of 2017 the Company purchased 2,774 shares for an aggregate purchase price of $33 or $12 per share from an employee of the company and during the fourth quarter of 2017, the Company purchased 27,345 shares for an aggregate purchase price of $273 or $10 per share from a current member of the board of directors. Also during the fourth quarter of 2017, the company purchased 11,177 shares from an unrelated third party in a privately negotiated transaction for an aggregate purchase price of $112 or $10 per share. During the twelve months ended December 31, 2016, the Company repurchased 22,068 shares in the open market (both pursuant to the 10b5-1 Plan and prior to being in effect) for a total purchase price of $208 . In addition, on March 21, 2016, the Company (i) repurchased 65,000 shares of Common Stock, from an unrelated third-party in a privately negotiated transaction for an aggregate purchase price of $813 , which represents a per share price of $12.50 , and (ii) repurchased an aggregate of 104,400 shares of Common Stock from an investment manager representing certain stockholders that are unrelated to the Company in a separate privately negotiated transaction for an aggregate purchase price of $1,305 , which represents a per share price of $12.50 . During the fourth quarter of 2015, the Company repurchased 200,000 shares of the Company’s Common Stock in connection with the termination of the Mead Park Purchase Agreement. The Company retired these shares. Dividends and Distributions During 2017 , 2016 , and 2015 , the Company paid cash dividends on its outstanding Common Stock in the amount of $985 , $954 , and $1,193 , respectively. Pro-rata distributions were made to the other members of the Operating LLC upon the payment of dividends to the Company’s stockholders. During 2017 , 2016 , and 2015 , the Company paid cash distributions of $425 , $425 , and $427 , respectively, to the holders of the non-controlling interest (that is, the members of the Operating LLC other than Cohen & Company Inc.). Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. JVB is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit the Company’s ability to withdraw capital above the required minimum amounts (excess capital) whether through distribution or loan. CCFL is regulated by the FCA and must maintain certain minimum levels of capital but will allow withdrawal of excess capital without restriction. See note 22. Shares Outstanding of Stockholders’ Equity of the Company The following table summarizes the share transactions that occurred in stockholders’ equity during the years ended December 31, 2017 , 2016 , and 2015 . ROLLFORWARD OF SHARES OUTSTANDING OF COHEN & COMPANY INC. Common Stock Restricted Stock Total December 31, 2014 1,485,878 15,845 1,501,723 Issuance of shares - 21,212 21,212 Issuance as equity-based compensation - 15,347 15,347 Vesting of shares 17,634 (17,634) - Shares withheld for employee taxes - - - Forfeiture / cancellation of restricted stock - (3,226) (3,226) Repurchase and retirement of common stock (200,000) - (200,000) December 31, 2015 (1) 1,303,512 31,544 1,335,056 Issuance of shares - 43,210 43,210 Issuance as equity-based compensation - 24,691 24,691 Vesting of shares 25,483 (25,483) - Shares withheld for employee taxes (2,570) - (2,570) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (191,468) (191,468) December 31, 2016 (1) 1,134,957 73,962 1,208,919 Issuance of shares - 29,167 29,167 Issuance as equity-based compensation - 39,591 39,591 Vesting of shares 65,782 (65,782) - Shares withheld for employee taxes (7,699) - (7,699) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (56,950) (6) (56,956) December 31, 2017 (1) 1,136,090 76,932 1,213,022 (1) Excludes remaining restricted units of Cohen & Company Inc. Common Stock. See note 19. Non-Controlling Interest Future Conversion / Redemption of Operating LLC Units Of the 5,324,090 Operating LLC membership units not held by the Company as of December 31, 2017 and 2016 , Daniel G. Cohen, the Company’s chairman, through CBF, a single member LLC, held 4,983,557 Operating LLC membership units. Each Operating LLC membership unit is redeemable at the member’s option, at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Company’s Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the holder’s redemption notice, or (ii) at the Company’s option, for one share of the Company’s Common Stock for every ten units subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Company’s Common Stock as a dividend or other distribution on the Company’s outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Company’s Common Stock. In connection with the private placement investment described in note 28-E, the Operating LLC issued 2,749,167 Operating LLC membership units to Cohen & Company Inc. In connection with the repurchase and retirement of 200,000 of the Company’s Common Stock during 2015, Cohen & Company Inc. surrendered 2,000,000 Operating LLC membership units. Unit Issuance and Surrender Agreement — Acquisition and Surrender of Additional Units of the Operating LLC, net Effective January 1, 2011, Cohen & Company Inc. and the Operating LLC entered into a Unit Issuance and Surrender Agreement (the “UIS Agreement”) that was approved by board of directors of Cohen & Company Inc. and the board of managers of the Operating LLC. In an effort to maintain a 1:10 ratio of Common Stock to the number of membership units Cohen & Company Inc. holds in the Operating LLC, the UIS Agreement calls for the issuance of additional membership units of the Operating LLC to Cohen & Company Inc. when the Cohen & Company Inc. issues its Common Stock to employees under existing equity compensation plans. In certain cases, the UIS Agreement calls for Cohen & Company Inc. to surrender units to the Operating LLC when certain restricted shares are forfeited by the employee or repurchased by the Company. Letter Agreements – Repurchase of Common Stock Also in an effort to maintain a 1:10 ratio of Common Stock to the number of membership units Cohen & Company Inc. holds in the Operating LLC, Cohen & Company Inc. and the Operating LLC have entered into a series of letter agreements. These agreements call for Cohen & Company Inc. to surrender units to the Operating LLC when the Company repurchases its Common Stock. The following table summarizes the transactions that resulted in changes in the unit ownership of the Operating LLC including unit issuances and forfeitures related to the UIS agreement. ROLLFORWARD OF UNITS OUTSTANDING OF THE OPERATING LLC Units Held by Cohen & Company Inc. Units Held by Daniel G. Cohen Units Held by Others Total December 31, 2014 15,017,219 4,983,557 340,533 20,341,309 Issuance of Units under UIS, net 212,121 - - 212,121 Vesting of Units - - - - Redemption of Operating LLC Units for Cohen & Company Shares - - - Repurchase and retirement of Common Stock (2,000,000) - - (2,000,000) December 31, 2015 13,229,340 4,983,557 340,533 18,553,430 Issuance of Units under UIS, net 467,002 - - 467,002 Vesting of Units - - - - Redemption of Operating LLC Units for Cohen & Company Shares - - - - Repurchase and retirement of Common Stock (1,914,680) - - (1,914,680) December 31, 2016 11,781,662 4,983,557 340,533 17,105,752 Issuance of Units under UIS, net 398,741 - - 398,741 Vesting of Units - - - - Redemption of Operating LLC Units for Cohen & Company Shares - - - - Repurchase and retirement of Common Stock (569,549) - - (569,549) December 31, 2017 11,610,854 4,983,557 340,533 16,934,944 The following schedule presents the impact to equity from Cohen & Company Inc.’s ownership interest in the Operating LLC. For the Year Ended December 31, 2017 2016 2015 Net income / (loss) attributable to Cohen & Company Inc. $ 2,064 $ 2,267 $ (4,079) Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company Inc.'s paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net (81) (626) 90 Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest $ 1,983 $ 1,641 $ (3,989) |
Equity Based Compensation
Equity Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Equity Based Compensation [Abstract] | |
Equity Based Compensation | 19. EQUITY-BASED COMPENSATION As described in note 3-P, the Company’s equity-based compensation paid to its employees is comprised of restricted units, restricted stock, and stock options. The following table summarizes the amounts the Company recognized as equity-based compensation expense including restricted stock, restricted units, and stock options. These amounts are included as a component of compensation and benefits in the consolidated statements of operations. The remaining unrecognized compensation expense related to unvested awards at December 31, 2017 was $292 and the weighted average period of time over which this expense will be recognized is approximately 1.0 year. The awards assume estimated forfeitures during the vesting period, which were updated to reflect the actual forfeitures that occurred during the relevant periods. EQUITY-BASED COMPENSATION INCLUDED IN COMPENSATION AND BENEFITS (Dollars in Thousands) For the Year ended December 31, 2017 2016 2015 Equity based compensation expense $ 732 $ 1,165 $ 1,189 Non-equity based compensation expense 21,795 29,967 26,839 Total compensation and benefits $ 22,527 $ 31,132 $ 28,028 The following table summarizes the equity-based compensation by plan. Each plan is discussed in detail below. DETAIL OF EQUITY BASED COMPENSATION BY PLAN For the Year ended December 31, 2017 2016 2015 Restricted Stock or Units - 2006/2010 Plans 732 541 440 Options - 2010 Plan - 624 749 Total equity based compensation expense $ 732 $ 1,165 $ 1,189 The AFN 2006 Equity Incentive Plan and the Company’s 2010 Long-Term Incentive Plan – Restricted Common Stock, Restricted Units and Stock Options In connection with the Merger, the Company assumed the AFN 2006 Equity Incentive Plan (the “2006 Equity Incentive Plan”). In addition, the Company adopted the Company’s 2010 Long-Term Incentive Plan (the “2010 Equity Incentive Plan”) on April 22, 2010, which was approved by the Company’s stockholders at the Company’s annual meeting on December 10, 2010, amended on April 18, 2011, and amended and restated on March 8, 2012 and November 30, 2013. On October 27, 2016, the board of directors approved a 2,000,000 increase to the maximum number of shares of Common Stock available for issuance under the 2010 Equity Incentive Plan. This increase was approved by stockholders at the Company’s annual meeting on December 21, 2016. The 2006 Equity Incentive Plan and the 2010 Equity Incentive Plan are collectively referred to as the “Equity Incentive Plans.” The Equity Incentive Plans provide for the granting of stock options, restricted Common Stock, restricted units, stock appreciation rights, and other share-based awards. The Equity Incentive Plans are administered by the compensation committee of the Company’s board of directors. As of December 31, 2017 , 153,957 shares remained available to be issued under these plans. RESTRICTED STOCK AND RESTRICTED UNITS - SERVICE BASED VESTING Number of Shares of Restricted Stock Weighted Average Grant Date Fair Value Unvested at January 1, 2015 15,845 $ 24.30 Granted 33,333 16.50 Vested (17,634) 16.50 Unvested at December 31, 2015 31,544 16.50 Granted 67,901 8.10 Vested (25,483) 16.50 Unvested at December 31, 2016 73,962 8.10 Granted 68,752 13.20 Vested (65,782) 9.20 Unvested at December 31, 2017 76,932 $ $12.38 RESTRICTED STOCK AND RESTRICTED UNITS - PERFORMANCE AND SERVICE BASED VESTING Number of Shares of Restricted Stock Weighted Average Grant Date Fair Value Number of Restricted Units (1) Weighted Average Grant Date Fair Value Unvested at January 1, 2015 - $ - 50,000 $ - Granted 3,226 17.50 - - Vested - - - Forfeited (3,226) 17.50 - - Unvested at December 31, 2015 - - 50,000 - Granted - - - Vested - - - - Forfeited - - - Unvested at December 31, 2016 - - 50,000 - Granted - - - - Vested - - - - Forfeited - - - - Unvested at December 31, 2017 - $ - 50,000 $ - (1) During the first quarter of 2012, the Company issued 50,000 restricted units of Common Stock to a non-employee. FASB ASC 505-50 requires that an equity instrument issued to a non-employee should be measured by using the stock price and other measurement assumptions as of the earlier of the date at which either (i) a commitment for performance by the counterparty has been reached or (2) the counterparty’s performance is complete. The Company is not currently accruing expense related to this share issuance. See Contingent Issuance of Shares below. The total fair value of all equity awards vested in each year based on the fair market value of the Company’s Common Stock on the vesting date during the years ended December 31, 2017 , 2016 , and 2015 , was $816 , $289 , and $ 288 , respectively. The restricted shares and restricted units of Common Stock typically may vest either quarterly, annually, or at the end of a specified term on a straight line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance based equity awards, the performance thresholds have been attained. In the case of director grants, the equity awards are restricted for one year but have no performance or service conditions. In the cases of graded vesting, the Company typically expenses the grant on a straight line basis if only service conditions are present but expenses on a graded basis if performance based conditions are present. STOCK OPTIONS - SERVICE BASED VESTING Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Balance at January 1, 2016 319,286 $ 40.00 $ 7.00 2.9 Granted - - - Exercised - - - Forfeited - - - Balance at December 31, 2016 319,286 40.00 7.00 1.9 Granted - - - Exercised - - - Forfeited - - - Balance at December 31, 2017 319,286 $ 40.00 $ 7.00 0.9 Exercisable at December 31, 2017 319,286 $ 40.00 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing stock price of the Company’s Common Stock. As of December 31, 2017 and 2016 , all options were out of the money. Contingent Issuance of Shares On March 12, 2012, the Company entered into an agreement with unrelated third parties whereby the Company agreed to assist in the establishment of an international infrastructure finance business (“IIFC”). As consideration for the Company’s assistance in establishing IIFC, the Company receives 8. 0 % of certain revenues of the manager of IIFC. The IIFC revenue share arrangement expires when the Company has earned a cumulative $20,000 in revenue share payments or with the dissolution of IIFCs’ management company. Also, in any particular year, the revenue share earned by the Company cannot exceed $2,000 . In connection with this revenue share arrangement, the Company issued 50,000 restricted units of Common Stock to the managing member of IIFC, which vest 1/3 when the Company receives $6,000 of cumulative revenue share payments, 1/3 when the Company receives $12,000 of cumulative revenue share payments, and 1/3 when the Company receives $18,000 of cumulative revenue share payments. In certain circumstances, the Company retains the right to deliver fixed amounts of cash to the managing member of IIFC as opposed to vested shares of Common Stock. As of December 31, 2017 , the Company has earned $1,681 under the revenue share arrangement. As this grant of shares was to a non-employee, the Company will measure the fair value of this grant on the vesting date (based on its share price on those dates) rather than the grant date. Currently, the Company considers the vesting of these shares to not be probable. The Company will not record any share based compensation expense until it becomes probable of vesting. If a threshold is met, the Company will issue the relevant number of shares and will record share based compensation expense in an amount equal to the number of shares issued multiplied by the Company’s stock price at the date of issuance. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 20. INCOME TAXES Cohen & Company Inc. is treated as a C corporation for United States federal income tax purposes. The components of income tax expense (benefit) included in the consolidated statements of operations for each year presented herein are shown in the table below. INCOME TAX EXPENSE (Dollars in Thousands) For the Year Ended December 31, 2017 2016 2015 Current income tax expense (benefit) Federal income tax expense (benefit) $ 51 $ 40 $ 61 Foreign income tax expense (benefit) 17 52 108 State and local income tax expense (benefit) - - - 68 92 169 Deferred income tax expense (benefit) Federal income tax expense (benefit) (1,499) 215 (143) Foreign income tax expense (benefit) - - - State and local income tax expense (benefit) 220 115 59 (1,279) 330 (84) Total $ (1,211) $ 422 $ 85 The components of income (loss) before income taxes is shown below. INCOME (LOSS) BEFORE INCOME TAXES (Dollars in Thousands) For the Year Ended December 31, 2017 2016 2015 Domestic $ 974 $ 4,550 $ (2,392) Foreign 250 (699) (3,191) Total Income (loss) before income taxes $ 1,224 $ 3,851 $ (5,583) As of December 31, 2017 , the Company had net prepaid taxes of $0 included as a component of other assets in the consolidated balance sheets . As of December 31, 2016 , the Company had net prepaid taxes of $99 included as a component of other assets in the consolidated balance sheets . The expected income tax expense /(benefit) using the federal statutory rate differs from income tax expense / (benefit) pertaining to pre-tax income / (loss) as a result of the following for the years ended December 31, 2017 , 2016 , and 2015 . INCOME TAX RATE RECONCILIATION (Dollars in Thousands) For the Year Ended December 31, 2017 2016 2015 Federal statutory rate - 35% $ 428 $ 1,348 $ (1,954) Pass thru impact (131) (411) 519 Impact of statutory rate change on deferred items 38,867 - - Impact of statutory rate change on valuation allowance (40,139) - - Deferred tax valuation allowance (315) (682) 1,353 State and local tax 62 115 59 Foreign tax 17 52 108 Total $ (1,211) $ 422 $ 85 Deferred tax assets and liabilities are determined based on the difference between the book basis and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. The recognition of deferred tax assets is reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized. The components of the net deferred tax asset (liability) are as follows. DEFERRED TAX ASSET AND LIABILITY (Dollars in Thousands) As of December 31, 2017 As of December 31, 2016 Asset Liability Net Asset Liability Net Federal net operating loss carry-forward $ 19,670 $ - $ 19,670 $ 33,345 $ - $ 33,345 State net operating loss carry-forward 3,744 - 3,744 3,773 - 3,773 Federal capital loss carry-forward 42,264 - 42,264 61,065 - 61,065 Unrealized gain on debt - (7,615) (7,615) - (10,917) (10,917) Investment in Operating LLC 26,726 - 26,726 42,239 - 42,239 Other 2,571 - 2,571 2,739 - 2,739 Gross deferred tax asset / (liability) 94,975 (7,615) 87,360 143,161 (10,917) 132,244 Less: valuation allowance (90,215) - (90,215) (136,378) - (136,378) Net deferred tax asset / (liability) $ 4,760 $ (7,615) $ (2,855) $ 6,783 $ (10,917) $ (4,134) As of December 31, 2017 , the Company had a federal net operating loss (“NOL”) of approximately $93,666 , which will be available to offset future taxable income, subject to limitations described below. If not used, this NOL will begin to expire in 2028. The Company also had net capital losses (“NCLs”) in excess of capital gains of $ 142,536 as of December 31, 2017 , which can be carried forward to offset future capital gains, subject to the limitations described below. If not used, this carry forward will begin to expire in 2019. No assurance can be made that the Company will have future taxable income or future capital gains to benefit from its NOL and NCL carryovers. The Company has determined that its NOL and NCL carryovers are not currently limited by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). However, the Company may experience an ownership change as defined in that section (“Ownership Change”) in the future. If an Ownership Change were to occur in the future, the Company’s ability to use its NOLs, NCLs, and certain recognized built-in losses to reduce its taxable income in a future year would generally be limited to an annual amount (the “Section 382 Limitation”) equal to the fair value of the Company immediately prior to the Ownership Change multiplied by the “long term tax-exempt interest rate.” In the event of an Ownership Change, NOLs and NCLs that exceed the Section 382 Limitation in any year will continue to be allowed as carry forwards for the remainder of the carry forward period, and such NOLs and NCLs can be used to offset taxable income for years within the carry forward period subject to the Section 382 Limitation in each year. However, if the carry forward period for any NOL or NCL were to expire before that loss is fully utilized, the unused portion of that loss would be lost. See discussion of stockholder rights plan in note 18. Notwithstanding the facts that the Company has determined that the use of its remaining NOL and NCL carry forwards are not currently limited by Section 382 of the Code, the Company recorded a valuation allowance for a significant portion of its NOLs and NCLs when calculating its net deferred tax liability as of December 31, 2017 . The valuation allowance was recorded because the Company determined it is not more likely than not that it will realize these benefits. In determining its federal income tax provision for 2017 , the Company has assumed that it will retain the valuation allowance applied against its deferred tax asset related to the NOL and NCL carry forwards as of December 31, 2017 . The Company’s determination that it is not more likely than not that it will realize future tax benefits from the NOLs and NCLs may change in the future. In the future, the Company may conclude that it is more likely than not that it will realize the benefit of all or a portion of the NOL and NCL carry forwards. If it makes this determination in the future, the Company would reduce the valuation allowance and record a tax benefit as a component of the consolidated statements of operations in the period it makes this determination. From that point forward, the Company would begin to record net deferred tax expense for federal and state income taxes as a component of its provision for income tax expense as it utilizes the NOLs and NCLs, for which the valuation allowance was removed. The Company had no unrecognized tax benefits in the periods presented. The Company files tax returns in the U.S. federal jurisdiction, various states or local jurisdictions, the United Kingdom, and France. With few exceptions, the Company is no longer subject to examination for years prior to 2012. Corporat e Tax Reform In December 2017, the U.S. congress passed the Tax Cuts and Jobs Act of 2017 (the “TCJA”) . Among other things, this law made substantial changes to the way U.S. corporations are taxed. The Company is a U.S. corporation and therefore is impacted by these changes. Our preliminary estimate of the TCJA and the remeasurement of our deferred tax assets and liabilities is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the TCJA, changes to certain estimates and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the TJCA may require further adjustments and changes in our estimates. The final determination of the TCJA and the remeasurement of our deferred assets and liabilities will be completed as additional information becomes available, but no later than one year from the enactment of the TCJA. The following chan ges had a one-time impact on the Company which were recognized in the fourth quarter of 2017: · As a result of the corporate tax rate reduction from 35% to 21% , the Company’s deferred tax liability was revalued. This change, as well as the immaterial impact of certain other provisions, resulted in a $1.3 million tax benefit being recognized in the fourth quarter of 2017. · As part of the conversion from a worldwide tax system to a modified territorial one, the law imposed a one-time repatriation tax for accumulated earnings in the Company’s French subsidiary. However, because of the Company’s existing NOLs, the repatriation tax did not result in an additional tax liability in 2017. It did, however, result in the utilization of more of the Company’s NOL carryforwards than it otherwise would have used. Pennsylvania Income Tax Assessment In October 2013, the Company received a Pennsylvania corporate net income tax assessment from the Pennsylvania Department of Revenue in the amount of $4,683 (including penalties) plus interest related to a subsidiary of AFN for the 2009 tax year. The assessment denied this subsidiary’s KOZ credit for that year. The Company filed an administrative appeal of this assessment with the Pennsylvania Department of Revenue Board of Appeals, which was denied in June 2014. The Company filed an appeal with the Pennsylvania Board of Finance and Revenue, which was also denied in May 2015. The Company has filed an appeal with the Pennsylvania Commonwealth Court. At a status conference held on October 3, 2017, the Commonwealth requested a 120-day extension of the deadline to file certain documents and/or set a date for trial. The Company consented to this request and the Court granted the extension. On February 5, 2018, the Commonwealth and the Company jointly requested an additional 120-day extension of the deadline. The Court granted this request. The Company has evaluated the assessment in accordance with the provisions of ASC 740 and determined not to record any reserve for this assessment. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income / (Loss) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) Disclosure [Abstract] | |
Accumulated Other Comprehensive Income / (Loss) | 21. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) The following table shows the components of other comprehensive income / (loss) and the tax effects allocated to other comprehensive income / (loss). ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) AND INCOME TAX EFFECT OF ITEMS ALLOCATED TO OTHER COMPREHENSIVE INCOME / (LOSS) (Dollars in thousands) OCI Items Tax Effect Total December 31, 2014 $ (772) $ - $ (772) Change in foreign currency items (161) - (161) Other comprehensive income / (loss), net (161) - (161) Acquisition / (surrender) of additional units in consolidated subsidiary, net (6) - (6) December 31, 2015 (939) - (939) Change in foreign currency items (190) - (190) Other comprehensive income / (loss), net (190) - (190) Acquisition / (surrender) of additional units in consolidated subsidiary, net 55 - 55 December 31, 2016 (1,074) - (1,074) Change in foreign currency items 219 - 219 Other comprehensive income / (loss), net 219 - 219 Acquisition / (surrender) of additional units in consolidated subsidiary, net 5 - 5 December 31, 2017 $ (850) $ - $ (850) |
Net Capital Requirements
Net Capital Requirements | 12 Months Ended |
Dec. 31, 2017 | |
Net Capital Requirements [Abstract] | |
Net Capital Requirements | 22 . NET CAPITAL REQUIREMENTS JVB is subject to the net capital provision of Rule 15c3-1 under the Exchange Act, which requires the maintenance of minimum net capital, as defined therein. CCFL, a subsidiary of the Company regulated by the Financial Conduct Authority (formerly known as the Financial Services Authority) in the United Kingdom, is subject to the net liquid capital provision of the Financial Services and Markets Act 2000, GENPRU 2.1.40R to 2.1.57R, relating to financial prudence with regards to the European Investment Services Directive and the European Capital Adequacy Directive, which requires the maintenance of minimum liquid capital, as defined therein. The following table shows the actual net capital (in the case of the JVB) and actual net liquid capital (in the case of CCFL) as compared to the required amounts for the periods indicated. Statutory Net Capital Requirements (Dollars in thousands) As of December 31, 2017 Actual Net Capital or Liquid Capital Amount Required Excess JVB $ 69,838 $ 250 $ 69,588 CCFL 2,045 1,171 874 Total $ 71,883 $ 1,421 $ 70,462 As of December 31, 2016 Actual Net Capital or Liquid Capital Amount Required Excess JVB $ 39,490 $ 250 $ 39,240 CCFL 2,582 1,090 1,492 Total $ 42,072 $ 1,340 $ 40,732 |
Earnings _ (Loss) Per Common Sh
Earnings / (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings / (Loss) Per Common Share [Abstract] | |
Earnings / (Loss) Per Common Share | 23 . EARNINGS / (Loss) PE R COMMON SHARE The following table presents a reconciliation of basic and diluted earnings / (loss) per common share for the periods indicated. EARNINGS / (LOSS) PER COMMON SHARE (Dollars in thousands, except share or per share information) Year Ended December 31, 2017 2016 2015 Net income / (loss) attributable to Cohen & Company Inc. $ 2,064 $ 2,267 $ (4,079) Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1) 371 1,162 (1,589) Add back : interest expense on 2017 Convertible Note 1,154 - - Add / (deduct): Adjustment (2) 550 (167) 107 Net income / (loss) on a fully converted basis $ 4,139 $ 3,262 $ (5,561) Weighted average common shares outstanding - Basic 1,206,906 1,219,189 1,479,083 Unrestricted Operating LLC membership units (1) 532,409 532,409 532,409 Dilutive impact of restricted equity instruments 13,858 11,404 - Dilutive impact of 2017 Convertible Note 839,081 - - Weighted average common shares outstanding - Diluted (3) 2,592,254 1,763,002 2,011,492 Net income / (loss) per common share - Basic $ 1.71 $ 1.86 $ (2.76) Net income / (loss) per common share - Diluted $ 1.60 $ 1.85 $ (2.76) (1) The Operating LLC membership units not held by Cohen & Company Inc. (that is, those held by the non-controlling interest) may be redeemed and exchanged into shares of the Company on a ten -for-one basis. The Operating LLC membership units not held by Cohen & Company Inc. are redeemable at the member’s option, at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Company’s Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the member’s redemption notice, or (ii) at the Company’s option, one tenth of a share of the Company’s Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Company’s Common Stock as a dividend or other distribution on the Company’s outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Company’s Common Stock. These units are not included in the computation of basic earnings per share. These units enter into the computation of diluted net income / (loss) per common share when the effect is not anti-dilutive using the if-converted method. (2) An adjustment is in cluded for the following reason : if the Operating LLC membership units had been converted at the beginning of the period, the Company would have incurred a higher income tax expense or realized a higher income tax benefit, as applicable. (3) For the years ended December 31, 2017, 2016, and 2015, weighted average common shares outstanding excludes 274,917 shares from the assumed conversion of the 2013 Convertible Notes because the inclusion of such shares would be anti-dilutive. In addition, for the year ended December 31, 2015, weighted average common shares excludes 1,263 of restricted shares because the inclusion of such shares would be antidilutive. |
Reserve Requirements
Reserve Requirements | 12 Months Ended |
Dec. 31, 2017 | |
Reserve Requirements Disclosure [Abstract] | |
Reserve Requirements | 24. RESERVE REQUIREMENTS As of December 31, 2017 and 2016 , JVB was not subject to the reserve requirements under Rule 15c3-3 of the Securities Exchange Act of 1934 because JVB does not carry securities accounts for their customers or perform custodial functions relating to customer securities and, therefore, they qualify for an exemption under Rule 15c3-3(k)(2)(ii). |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 25. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases office space in several cities under agreements. As of December 31, 2017, future minimum commitments under these operating leases are as follows. FUTURE LEASE COMMITMENTS (Dollars in thousands) Lease Less: Sublease Net Commitment 2018 $ 1,197 $ (318) $ 879 2019 941 (292) 649 2020 740 (299) 441 2021 146 (75) 71 2022 - - - 2023 and Thereafter - - - $ 3,024 $ (984) $ 2,040 Subsequent to year end, the Company executed a new lease for its New York office. The initial term of this new lease is 10 years and requires total minimum lease payments over this time of $1,403 . Amounts related to this new lease are not included in the table above. Rent expense for the years ended December 31, 2017 , 2016 , and 2015 was $1,182 , $1,157 , and $1,305 , respectively, and was included in business development, occupancy, equipment expense in the consolidated statements of operations. Rent expense was recorded net of sublease income of $250 , $309 , and $731 , for the year ended December 31, 2017 , 2016 , and 2015 , respectively. The lease commitments noted above represent the actual cash commitments and will not necessarily match the amount of rent expense recorded in the consolidated statements of operations. See note 3. Legal and Regulatory Proceedings In October 2013, the Company received a Pennsylvania corporate net income tax assessment from the Pennsylvania Department of Revenue in the amount of $4,683 (including penalties) plus interest related to a subsidiary of AFN for the 2009 tax year. The assessment denied this subsidiary’s KOZ credit for that year. The Company filed an administrative appeal of this assessment with the Pennsylvania Department of Revenue Board of Appeals, which was denied in June 2014. The Company filed an appeal with the Pennsylvania Board of Finance and Revenue, which was also denied in May 2015. The Company has filed an appeal with the Pennsylvania Commonwealth Court. At a status conference held on October 3, 2017, the Commonwealth requested a 120-day extension of the deadline to file certain documents and/or set a date for trial. The Company consented to this request and the Court granted the extension. On February 5, 2018, the Commonwealth and the Company jointly requested an additional 120-day extension of the deadline. The Court granted this request. The Company has evaluated the assessment in accordance with the provisions of ASC 740 and determined not to record any reserve for this assessment. In addition to the matters set forth above, the Company is a party to various routine legal proceedings, claims and regulatory inquiries arising out of the ordinary course of the Company’s business. Management believes that the results of these routine legal proceedings, claims, and regulatory matters will not have a material adverse effect on the Company’s financial condition, or on the Company’s operations and cash flows. However, the Company cannot estimate the legal fees and expenses to be incurred in connection with these routine matters and, therefore, is unable to determine whether these future legal fees and expenses will have a material impact on the Company’s operations and cash flows. It is the Company’s policy to expense legal and other fees as incurred. |
Segment And Geographic Informat
Segment And Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment and Geographic Information [Abstract] | |
Segment And Geographic Information | 26. SEGMENT AND GEOGRAPHIC INFORMATION Segment Information The Company operates within three business segments: Capital Markets, Asset Management, and Principal Investing. See note 1. The Company’s business segment information was prepared using the following methodologies and generally represents the information that is relied upon by management in its decision making processes. (a) Revenues and expenses directly associated with each business segment are included in determining net income / (loss) by segment. (b) Indirect expenses (such as general and administrative expenses including executive and indirect overhead costs) not directly associated with specific business segments are not allocated to the business segments’ statements of operations. Accordingly, the Company presents segment information consistent with internal management reporting. See note (1) in the table below for more detail on unallocated items. The following tables present the financial information for the Company’s segments for the periods indicated. SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2017 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 26,909 $ - $ - $ 26,909 $ - $ 26,909 Asset management - 7,897 - 7,897 - 7,897 New issue and advisory 6,340 - - 6,340 - 6,340 Principal transactions and other income 5 5,619 772 6,396 - 6,396 Total revenues 33,254 13,516 772 47,542 - 47,542 Total operating expenses 27,324 4,929 383 32,636 7,504 40,140 Operating income / (loss) 5,930 8,587 389 14,906 (7,504) 7,402 Other non-operating income / (expense) - - - - (6,178) (6,178) Income / (loss) before income taxes 5,930 8,587 389 14,906 (13,682) 1,224 Income tax expense / (benefit) - - - - (1,211) (1,211) Net income / (loss) 5,930 8,587 389 14,906 (12,471) 2,435 Less: Net income / (loss) attributable to the non-controlling interest - - - - 371 371 Net income / (loss) attributable to Cohen & Company Inc. $ 5,930 $ 8,587 $ 389 $ 14,906 $ (12,842) $ 2,064 Other statement of operations data Depreciation and amortization (included in total operating expense) $ 67 $ 4 $ - $ 71 $ 178 $ 249 SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2016 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 39,105 $ - $ - $ 39,105 $ - $ 39,105 Asset management - 8,594 - 8,594 - 8,594 New issue and advisory 2,982 - - 2,982 - 2,982 Principal transactions and other income 121 2,925 1,621 4,667 - 4,667 Total revenues 42,208 11,519 1,621 55,348 - 55,348 Total operating expenses 34,481 3,386 480 38,347 8,415 46,762 Operating income / (loss) 7,727 8,133 1,141 17,001 (8,415) 8,586 Other non-operating income / (expense) - - - - (4,735) (4,735) Income / (loss) before income taxes 7,727 8,133 1,141 17,001 (13,150) 3,851 Income tax expense / (benefit) - - - - 422 422 Net income / (loss) 7,727 8,133 1,141 17,001 (13,572) 3,429 Less: Net income / (loss) attributable to the non-controlling interest - - - - 1,162 1,162 Net income / (loss) attributable to Cohen & Company Inc. $ 7,727 $ 8,133 $ 1,141 $ 17,001 $ (14,734) $ 2,267 Other statement of operations data Depreciation and amortization (included in total operating expense) $ 110 $ 2 $ - $ 112 $ 179 $ 291 SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2015 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 31,026 $ - $ - $ 31,026 $ - $ 31,026 Asset management - 9,682 - 9,682 - 9,682 New issue and advisory 5,370 - - 5,370 - 5,370 Principal transactions and other income (1,759) 3,568 (1,731) 78 - 78 Total revenues 34,637 13,250 (1,731) 46,156 - 46,156 Total operating expenses 32,276 4,523 503 37,302 10,515 47,817 Operating income / (loss) 2,361 8,727 (2,234) 8,854 (10,515) (1,661) Other non-operating income / (expense) (29) - - (29) (3,893) (3,922) Income / (loss) before income taxes 2,332 8,727 (2,234) 8,825 (14,408) (5,583) Income tax expense / (benefit) - - - - 85 85 Net income / (loss) 2,332 8,727 (2,234) 8,825 (14,493) (5,668) Less: Net income / (loss) attributable to the non-controlling interest - - - - (1,589) (1,589) Net income / (loss) attributable to Cohen & Company Inc. $ 2,332 $ 8,727 $ (2,234) $ 8,825 $ (12,904) $ (4,079) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 468 $ 33 $ - $ 501 $ 232 $ 733 (1) Unallocated includes certain expenses incurred by indirect overhead and support departments (such as the executive, finance, legal, information technology, human resources, risk, compliance and other similar overhead and support departments). Some of the items not allocated include: (1) operating expenses (such as cash compensation and benefits, equity-based compensation expense, professional fees, travel and entertainment, consulting fees, and rent) related to support departments excluding certain departments that directly support the Capital Markets business segment; (2) interest expense on debt; and (3) income taxes. Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the chief operating decision maker. Balance Sheet Data As of December 31, 2017 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 2,014,061 $ 3,155 $ 12,867 $ 2,030,083 $ 6,175 $ 2,036,258 Included within total assets: Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 Balance Sheet Data As of December 31, 2016 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 542,364 $ 4,973 $ 8,441 $ 555,778 $ 5,493 $ 561,271 Included within total assets: Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 (1) Unallocated assets primarily include (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded in business segment reporting to the chief operating decision maker. (2) Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table from above. Geographic Information The Company has conducted its business activities through offices in the following locations: (1) United States and (2) United Kingdom and other. Total revenues by geographic area are summarized as follows. GEOGRAPHIC DATA (Dollars in thousands) Year Ended December 31, 2017 2016 2015 Total Revenues: United States $ 38,863 $ 48,997 $ 39,524 United Kingdom & Other 8,679 6,351 6,632 Total $ 47,542 $ 55,348 $ 46,156 Long-lived assets attributable to an individual country, other than the United States, are not material. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Disclosure [Abstract] | |
Supplemental Cash Flow Disclosure | 27. SUPPLEMENTAL CASH FLOW DISCLOSURE Interest paid by the Company on its debt and redeemable financial instruments was $5,334 , $2,858 , and $3,026 for the years ended December 31, 2017 , 2016 , and 2015 , respectively. The Company paid income taxes of $47 , $236 , and $257 for the years ended December 31, 2017 , 2016 , and 2015 , respectively, and received income tax refunds of $83 , $40 , and $33 for the years ended December 31, 2017 , 2016 , and 2015 , respectively. In 2017 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows: · The Company surrendered units of the Operating LLC pursuant to the UIS Agreement and in connection with the redemption of vested Operating LLC units by Cohen & Company Inc. The Company recognized a net decrease in additional paid-in capital of $81 , a net increase of $5 in accumulated other comprehensive income, and an increase of $76 in non-controlling interest. See note 18. · As a result of the European Sale Agreement, Mr. Cohen was required to pay to the Company the $600 Termination Fee. Accordingly, the Company had deferred $600 of transaction costs it had paid in conjunction with the European Sale Agreement, which were included as a component of other assets. With the issuance of the $15,000 2017 C onvertible N ote, the Company agreed to pay to DGC Family Fintech Trust the $600 Transaction Fee. The Company agreed that Mr. Cohen’s obligation to pay the Termination Fee was offset in its entirety by the Company’s obligation to pay the Transaction Fee. Accordingly, $600 was reclassified from other assets to discount on debt. (See note 5) . In 2016 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows: · The Company acquired additional units of the Operating LLC pursuant to the UIS Agreement and in connection with the redemption of vested Operating LLC units by Cohen & Company Inc. The Company recognized a net decrease in additional paid-in capital of $626 , a net increase of $55 in accumulated other comprehensive income, and an increase of $571 in non-controlling interest. See note 18. In 2015 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows: · The Company acquired additional units of the Operating LLC pursuant to the UIS Agreement and in connection with the redemption of vested Operating LLC units by Cohen & Company Inc. The Company recognized a net increase in additional paid-in capital of $90 , a net decrease of $6 in accumulated other comprehensive income, and a decrease of $84 in non-controlling interest. See note 18 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 28 . RELATED PARTY TRANSACTIONS The Company has identified the following related party transactions for the years ended December 31, 2017 , 2016 , and 2015 . The transactions are listed by related party and, unless otherwise noted in the text of the description, the amounts are disclosed in the tables at the end of this section. A. The Bancorp, Inc. (“TBBK”) TBBK is identified as a related party because Mr. Cohen is TBBK’s chairman. TBBK maintained deposits for the Company in the amount of $ 81 and $ 43 as of December 31, 2017 and 2016 , respectively. These amounts are not disclosed in the tables at the end of this section. As part of the Company’s broker-dealer operations, the Company from time to time purchases securities from third parties and sells those securities to TBBK. The Company may purchase securities from TBBK and ultimately sell those securities to third parties. In either of the cases listed above, the Company includes the trading revenue earned (i.e. the gain or loss realized, or commission earned) by the Company for the entire transaction in the amounts disclosed as part of net trading in the table at the end of this section. From time to time, the Company will enter into repurchase agreements with TBBK as its counterparty. As of December 31, 2017 and 2016 , the Company had repurchase agreements with TBBK as the counterparty in the amounts of $64,370 and $39,221 , respectively. The fair value of the collateral provided to TBBK by the Company relating to these repurchase agreements was $66,862 and $41,177 at December 31, 2017 and 2016 , respectively. These amounts are included as a component of securities sold under agreement to repurchase in the consolidated balance sheets . The Company incurred interest expense related to repurchase agreements with TBBK as its counterparty in the amounts of $1,309 and $452 for the years ended December 31, 2017 and 2016 , respectively. These amounts are included as a component of net trading revenue in the Company’s consolidated statements of operations. These amounts are not disclosed in the tables at the end this section. B. Cohen Bros. Financial, LLC (“CBF”) and EBC 2013 Family Trust (“EBC”) CBF has been identified as a related party because (i) CBF is a non-controlling interest holder of the Company and (ii) CBF is owned by Daniel G. Cohen. EBC has been identified as a related party because Mr. Cohen is a trustee of EBC. In September 2013, EBC, made a $4,000 investment in the Company. The Company issued $2,400 in principal amount of the 2013 Convertible Notes and $1,600 of the Company’s Common Stock to EBC. The Company incurred interest expense on this debt which is disclosed as part of interest expense incurred in the table at end of this section. On September 29, 2017, CBF also invested $8,000 of the $10,000 total investment in the Company’s Redeemable Financial Instrument – DGC Family Fintech Trust / CBF. See note 16. The Company incurred interest expense on this investment which is disclosed as part of interest expense incurred in the table at end of this section. C. The Edward E. Cohen IRA On August 28, 2015, $4,386 in principal amount of the 2013 Convertible Notes originally issued to Mead Park Capital in September 2013 was purchased by the Edward E. Cohen IRA of which Edward E. Cohen is the benefactor. Edward E. Cohen is the father of Daniel G. Cohen. The Company incurred interest expense on this debt which is disclosed as part of interest expense incurred in the table at end of this section. D. JKD Investor The JKD Investor is an entity owned by Jack J. DiMaio Jr., the Company’s vice chairman of the board of directors and the vice chairman of the Operating LLC’s board of managers , and his spouse. On October 3, 2016, JKD Investor invested $6,000 in the Operating LLC. An additional $1,000 of the Investment was invested in January 2017. See note 16. The Company incurred interest expense on this investment which is disclosed as part of interest expense incurred in the table at end of this section E. Mead Park Capital Partners LLC (“Mead Park Capital”), Mead Park Advisors LLC (“Mead Park”), Mr. Ricciardi, and Mr. DiMaio Investment in the Company by Mead Park Capital In September 2013, Mead Park Capital made a $9,746 investment in the Company. The Company issued $5,848 in principal amount of the 2013 Convertible Notes and $3,898 in Common Stock to Mead Park Capital (which were convertible, at any time by the holder thereof prior to the maturity of the notes into 194,917 shares of the Company’s Common Stock). At that time Jack DiMaio, Jr. was the chief executive officer and founder of Mead Park Capital and Christopher Ricciardi, the Company’s former president, was a member of Mead Park Capital. In connection with the September 25, 2013 closing of the transactions contemplated by the definitive agreements relating to Mead Park Capital’s investment in the Company, Jack DiMaio, Jr. and Mr. Ricciardi were added to the Company’s board of directors. Mr. DiMaio now serves as vice chairman of the Company’s board of directors and vice chairman of the Operating LLC’s board of managers . Mr. Ricciardi is no longer a director of the Company. See note 17. Concurrent with the appointment of Mr. DiMaio and Mr. Ricciardi to the Company’s board of directors, Mead Park Capital was considered a related party of the Company. On August 28, 2015, Mead Park Capital sold $4,386 of the 2013 Convertible Notes and 146,188 shares of the Company’s Common Stock to the Edward E. Cohen IRA, of which Edward E. Cohen is the benefactor. See note C above. The Company’s Common Stock and 2013 Convertible Notes sold in this transaction represented substantially all of the amounts beneficially owned by Mr. DiMaio. Also as a result of this transaction, Mr. DiMaio was no longer a member of Mead Park Capital. Mr. DiMaio remains the vice chairman of the Company’s board of directors. Mr. Ricciardi remained a member and sole manager of Mead Park Capital. On October 16, 2015, the Company entered into the Termination Agreement. Pursuant to the Termination Agreement, in connection with the termination of the Mead Park Purchase Agreement (as defined below) and all rights and obligations thereunder and the mutual release of claims set forth in the Termination Agreement, on October 16, 2015: (i) Mead Park Capital transferred to the Company 48,729 shares of the Company’s Common Stock; (ii) the Ricciardi Parties transferred to the Company 151,271 shares of the Company’s Common Stock; (iii) the Company and Mead Park Capital terminated in its entirety, effective October 16, 2015, that certain Securities Purchase Agreement, dated as of May 9, 2013, by and among the Company, Mead Park Capital and, solely for purposes of Section 6.3 thereof, Mead Park Holdings LP (the “Mead Park Purchase Agreement”); and (iv) the Company transferred $4,000 in cash to accounts designated by Mr. Ricciardi for the benefit of the ricciardi parties and Mead Park Capital. Mr. Ricciardi did not sell any of the 2013 Convertible Notes beneficially owned by him as part of either the August 28, 2015 or October 16, 2015 transactions. During 2015, Mead Park Capital transferred the remaining 2013 Convertible Notes it held, in the amount of $1,462 of the aggregated principal amount, to Mr. Ricciardi. At the Company’s annual meeting held on December 21, 2015, Mr. Ricciardi was not reelected to the Company’s board of directors and is no longer considered a related party. The Company incurred interest expense on this debt in 2015, which is disclosed as part of interest expense incurred in the tables at the end of this section. CDO Sub-Advisory Agreement with Mead Park Advisors, LLC In July 2014, Cohen & Company Financial Management LLC (“CCFM”) and Dekania Capital Management, LLC (“DCM”), entered into a CDO sub-advisory agreement with Mead Park Advisors, LLC (“Mead Park Advisors”) whereby Mead Park Advisors will render investment advice and provide assistance to CCFM and DCM with respect to their management of certain CDOs. The Company incurred consulting fee expense related to this sub-advisory agreement, which is disclosed as part of professional fee and other operating in the tables at the end of this section. Mead Park Advisors, LLC remains a related party of the Company because Jack DiMaio maintains an ownership interest in it. The CDO sub-advisory agreement was terminated by the Company on March 30, 2017. F. DGC Family Fintech Trust DGC Family Fintech Trust was established by Daniel G. Cohen, the chairman of the Company’s board of directors and the chairman of the Operating LLC’s board of managers . Mr. Cohen does not have any voting or dispositive control of securities held in the interest of the trust. The Company considers DGC Family Fintech Trust a related party because it was established by Daniel G. Cohen. In March 2017, the DGC Family Fintech Trust purchased the 2017 Convertible Note (See notes 5 and 17). The Company incurred interest expense on the 2017 Convertible Note, which is disclosed as part of interest expense incurred in the table at the end of this section. On September 29, 2017, the DGC Family Fintech Trust also invested $2,000 of the $10,000 total investment in the Company’s Redeemable Financial Instrument – DGC Family Fintech Trust / CBF. See note 16. Interest incurred on this instrument is disclosed in the tables at the end of this section. G. Fin Tech Acquisition Corp. II In July 2017, the Operating LLC entered into an agreement with Fin Tech Acquisition Corp. II. Fin Tech Acquisition Corp. II is a related party because Daniel G. Cohen, the Company’s chairman, is the c hief e xecutive o fficer of Fin Tech Acquisition Corp. II, Betsy Cohen, Mr. Cohen’s mother, is the chairman of the board of directors of Fin Tech Acquisition Corp. II, and James J. McEntee, a member of the Company’s board of directors is the president and chief financial officer of Fin Tech Acquisition Corp. II. The agreement provides that Cohen & Company Inc. will provide accounting and support services to Fin Tech Acquisition Corp. II for a period not longer than 24 months. The revenue recorded for this arrangement is included as a component of other revenue and included in the table below. H. Resource Securities, Inc. (formerly known as Chadwick Securities, Inc.), a registered broker-dealer subsidiary of Resource America, Inc. (“REXI”) REXI was a publicly traded specialized asset management company in the commercial finance, real estate, and financial fund management sectors. It was identified as a related party because the former chairman of the board of REXI is the father of the chairman of the Company’s board of directors and of the board of managers of the Operating LLC, president and chief executive of the Company’s European business, and president of CCFL (formerly the Company’s chairman and chief executive officer) until REXI was sold to an unrelated third party effective September 2016. From that point forward, REXI is not a related party. I. Woodlea Consulting, LLC In March 2015, the Operating LLC entered into an advisory agreement with Woodlea Consulting, LLC (“Woodlea”), a Delaware limited liability company of which Mr. Ricciardi is the sole owner. Woodlea rendered advisory services on the execution of strategic alternatives to the Operating LLC. The advisory agreement was terminated on June 2, 2015. Mr. Ricciardi was a member of the Company’s board of directors during the entire term of this advisory agreement. The Company incurred consulting fee expense related to this agreement, which is disclosed as part of professional fee and other operating in the tables at the end of this section. RELATED PARTY TRANSACTIONS For the Year Ended December 31, 2017 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense incurred TBBK $ 47 $ - $ - $ - EBC - - - 236 Edward E. Cohen IRA - - - 431 DGC Fintech Family Trust - - - 1,172 CBF - - - 71 JKD Investor - - - 831 Fintech Acquisition Corp II - 3 - - Mead Park Advisors - - 50 - $ 47 $ 3 $ 50 $ 2,741 RELATED PARTY TRANSACTIONS For the Year Ended December 31, 2016 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense incurred TBBK $ 2 $ - $ - $ - EBC - - - 232 Edward E. Cohen IRA - - - 424 JKD Investor - - - 761 Mead Park Advisors - - 200 - $ 2 $ - $ 200 $ 1,417 RELATED PARTY TRANSACTIONS For the Year Ended December 31, 2015 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense incurred EBC $ - $ - $ - $ 228 Edward E. Cohen IRA - - - 210 Mead Park Capital - - - 340 Mead Park Advisors - - 200 - REXI 3 - - - Woodlea - - 39 $ 3 $ - $ 239 $ 778 The following related party transactions are non-routine and are not included in the tables above. J. Directors and Employees The Company has entered into employment agreements with Daniel G. Cohen, its chairman, and Joseph W. Pooler, Jr., its chief financial officer. The Company has entered into its standard indemnification agreement with each of its directors and executive officers. The Company maintains a 401(k) savings plan covering substantially all of its employees. The Company matches 50% of employee contributions for all participants not to exceed 3% of their salary. Contributions made to the plan on behalf of the Company were $196 , $215 , and $214 for the years ended December 31, 2017 , 2016 , and 2015 respectively. The Company had a sublease agreement for certain office space with Jack DiMaio, the Company’s vice chairman of the board. The Company received payments under this agreement. The payments were recorded as a reduction in the related rent and utility expenses. The Company recorded a reduction in rent and utility expense in the amount of $11 , $23 and $22 for the twelve month period ended December 31, 2017, 2016 and 2015, respectively. This sublease agreement terminated May 31, 2017. Subsequent to the termination of the sublease agreement, the Company agreed to lease office space from Zucker and Moore, LLC. Zucker and Moore, LLC is partially owned by Jack DiMaio. The Company recorded $56 of rent expense related to this agreement for the period ending December 31, 2017. In privately negotiated transactions, during the second quarter of 2017 the Company purchased 2,774 shares of its Common Stock for an aggregate purchase price of $33 or $12 per share from an employee of the company and during the fourth quarter of 2017, the Company purchased 27,345 shares of its Common Stock for an aggregate purchase price of $273 or $10 per share from a current member of the board of directors. See note 18. The Company sold a car it owned to Daniel G. Cohen for $9 in September 2015 resulting in a $9 gain. |
Due From _ Due To Related Parti
Due From / Due To Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Due From / Due To Related Parties [Abstract] | |
Due From / Due To Related Parties | 29 . DUE FROM / DUE TO RELATED PARTIES The following table summarizes the outstanding due from /due to related parties. These amounts may result from normal operating advances or from timing differences between the transactions disclosed in note 28 and final settlement of those transactions in cash. All amounts are primarily non-interest bearing. DUE FROM/DUE TO RELATED PARTIES (Dollars in thousands) As of December 31, 2017 2016 Employees & other $ 545 $ 57 Due from Related Parties $ 545 $ 57 Mead Park $ - $ 50 Total Due to Related Parties $ - $ 50 |
Schedule I Condensed Financial
Schedule I Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Financial Information of Registrant | SCHE DU LE I COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) Balance Sheets (Dollars in Thousands) As of December 31, 2017 2016 Assets Cash $ 3 $ 3 Investment in Cohen & Company, LLC 73,452 72,717 Other assets - 24 Total assets $ 73,455 $ 72,744 Liabilities Accrued interest and other liabilities $ 332 $ 305 Deferred income taxes 2,855 4,134 Debt 30,396 29,523 Total liabilities 33,583 33,962 Stockholders’ Equity Preferred Stock 5 5 Common Stock 12 12 Additional paid-in capital 69,202 69,415 Accumulated deficit (28,497) (29,576) Accumulated other comprehensive loss (850) (1,074) Total stockholders’ equity 39,872 38,782 Total liabilities and stockholders’ equity $ 73,455 $ 72,744 See accompanying notes to condensed financial statements. COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) Statements of Operations (Dollars in Thousands) For the Year Ended December 31, 2017 2016 2015 Revenues Equity in undistributed earnings / (loss) from Cohen & Company, LLC $ 4,939 $ 6,610 $ (180) Total revenues 4,939 6,610 (180) Operating income / (loss) 4,939 6,610 (180) Non-operating expense Interest expense (4,104) (3,973) (3,922) Income / (loss) before income taxes 835 2,637 (4,102) Income tax (benefit) / expense (1,229) 370 (23) Net income / (loss) $ 2,064 $ 2,267 $ (4,079) See accompanying notes to condensed financial statements. COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) Statements of Cash Flows (Dollars in Thousands) For the Year Ended December 31, 2017 2016 2015 Operating activities Net income / (loss) $ 2,064 $ 2,267 $ (4,079) Adjustments to reconcile net income / (loss) to net cash provided by / (used) in operating activities: Equity in undistributed earnings / (loss) from Cohen & Company, LLC (4,939) (6,610) 180 Distributions from / (contributions to) Cohen & Company, LLC 4,856 6,242 8,138 Other (income) / expense - - - Amortization of discount of debt 873 988 1,006 (Increase) / decrease in other assets 24 (24) 145 Increase / (decrease) in accounts payable and other liabilities 27 106 (118) Increase / (decrease) in deferred income taxes (1,279) 330 (84) Net cash provided by / (used in) operating activities 1,626 3,299 5,188 Financing activities Repurchase and repayment of debt - - - Cash used to net share settle equity awards (69) (20) - Repurchase of stock (572) (2,325) (4,000) Dividends paid to stockholders (985) (954) (1,193) Net cash provided by / (used in) financing activities (1,626) (3,299) (5,193) Net increase (decrease) in cash and cash equivalents - - (5) Cash and cash equivalents, beginning of period 3 3 8 Cash and cash equivalents, end of period $ 3 $ 3 $ 3 See accompanying notes to condensed financial statements. COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (Dollars in thousands) The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and related notes of Cohen & Company Inc. Certain prior period amounts have been reclassified to conform to the current period presentation. The Company paid or received cash distributions to / from Cohen & Cohen, LLC as disclosed above in the statements of cash flow. |
Summary Of Significant Accoun38
Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | A. Principles of Consolidation The consolidated financial statements reflect the accounts of Cohen & Company Inc. and its wholly and majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | B. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash And Cash Equivalents | C. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments that have original maturities of three months or less. A portion of the Company’s cash and cash equivalents are in the form of short-term investments and are not held in federally insured bank accounts. |
Adoption Of New Accounting Standards | D. Adoption of New Accounting Standards In April 2014, the FASB issued ASU No. 2014-08 , Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”) , which changes the criteria for reporting discontinued operations and requires additional disclosures about discontinued operations. The guidance in this ASU raises the threshold for a disposal to qualify as a discontinued operation and certain other disposals that do not meet the definition of a discontinued operation. Under the new provisions, only disposals representing a strategic shift in operations – that is or will have a major effect on an entity’s operations and financial results should be presented as a discontinued operation. The new provisions also require new disclosures related to individually material disposals that do not meet the definition of a discontinued operation, an entity’s continuing involvement with a discontinued operation following the disposal date, and retained equity method investments in a discontinued operation. The Company’s adoption of the provisions of ASU 2014-08 effective January 1, 2015 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In June 2014, the FASB issued ASU No. 2014-11, Transfers and Servicing (Topic 860): Repurchase to Maturity Transactions, Repurchase Financings, and Disclosures, which changes the accounting for repurchase-to-maturity transactions that are repurchase agreements where the maturity of the security transferred as collateral matches the maturity of the repurchase agreement. According to the new guidance, all repurchase-to-maturity transactions will be accounted for as secured borrowing transactions in the same way as other repurchase agreements rather than as sales of a financial asset and forward commitment to repurchase. The amendments also change the accounting for repurchase financing arrangements that are transactions involving the transfer of a financial asset to a counterparty executed contemporaneously with a reverse repurchase agreement with the same counterparty. All repurchase financings will now be accounted for separately, which will result in secured lending accounting for the reverse repurchase agreement. The guidance also requires new disclosures about transfers that are accounted for as sales in transactions that are economically similar to repurchase agreements and increased transparency about the types of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The Company’s adoption of the provisions of ASU 2014-11 effective January 1, 2015 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. See note 11. In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target could be Achieved After the Requisite Service Period , which requires a performance target that affects vesting and that could be achieved after the requisite service period be accounted for as a performance condition rather than as a non-vesting condition that affects the grant-date fair value of the award. The Company’s adoption of the provisions of ASU 2014-12 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In August 2014, the FASB issued ASU No. 2014-13, Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity , which provides a measurement alternative for an entity that consolidates collateralized financing entities. A collateralized financing entity is a variable interest entity with nominal or no equity that holds financial assets and issues beneficial interests in those financial assets. The beneficial interests, which are financial liabilities of the collateralized financing entity, have contractual recourse only to the related assets of the collateralized financing entity. If elected, the alternative method results in the reporting entity measuring both the financial assets and financial liabilities of the collateralized financing entity using the more observable of the two fair value measurements, which effectively removes measurement differences between the financial assets and financial liabilities of the collateralized financing entity previously recorded as net income (loss) attributable to non-controlling and other beneficial interests and as an adjustment to appropriated retained earnings. The reporting entity continues to measure its own beneficial interests in the collateralized financing entity (other than those that represent compensation for services) at fair value. The Company’s adoption of the provisions of ASU 2014-13 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815) : Determining whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity, which clarifies that an entity must consider all relevant terms and features when evaluating the nature of the host contract. Additionally, the amendments state that no one term or feature would define the host contract’s economic characteristics and risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract. The Company’s adoption of the provisions of ASU 2014-16 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In January 2015, the FASB issued ASU No. 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items , which eliminates from U.S. GAAP the requirement of extraordinary items to be separately classified on the income statement. The Company’s adoption of the provisions of ASU 2015-01 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis, which makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the variable interest entity (“VIE”) guidance. The revised consolidation guidance, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. The Company’s adoption of the provisions of ASU 2015-02 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. However, the Company previously treated its management contracts with certain securitization entities that are VIEs as variable interests. Therefore, the Company disclosed certain information related to these interests in its variable interest entity footnote. Upon adoption of this ASU, these management contracts are not considered variable interests. Therefore, in cases where the Company’s only interest in certain VIEs is its management contract, the Company is no longer required to include certain disclosures related to those variable interest entities. See note 15. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement for debt issuance costs are not affected by the amendments in this update. Upon adoption of the provisions of ASU 2015-03 effective January 1, 2016, the Company reclassified its deferred financing costs as of January 1, 2016, resulting in a reduction in other assets of $410 and a reduction in debt of $410 in the Company’s consolidated balance sheets as of December 31, 2015. In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820) – Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent) . Reporting entities are permitted to use net asset value (“NAV”) as a practical expedient to measure the fair value of certain investments. Previously, investments that use the NAV practical expedient to measure fair value were categorized within the fair value hierarchy as level 2 or level 3 investments depending on their redemption attributes, which has led to diversity in practice. This ASU removes the requirement to categorize within the fair value hierarchy all investments that use the NAV practical expedient for fair value measurement purposes. The ASU removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the NAV practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The Company’s adoption of ASU 2015-07 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. However, as a result of this adoption, the Company no longer classifies its investment in EuroDekania (for which it uses the practical expedient) within the fair value hierarchy. See note 9. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments , which includes amendments that eliminate the requirement to restate prior period financial statements for measurement period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the income statement or disclosed in the notes to the financial statements. The Company’s adoption of the provisions of ASU 2015-16 effective January 1, 2016 did not have an effect on the Company’s consolidated financial position, results of operations, or cash flows. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. This ASU clarifies what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The Company’s adoption of the provisions of ASU 2016-06 effective January 1, 2017 did not have an effect on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting . This ASU eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. If an entity has an available-for-sale equity security that becomes qualified for the equity method of accounting, it should recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The Company’s adoption of the provisions of ASU 2016-07 effective January 1, 2017 did not have an effect on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This ASU simplifies several aspects of the accounting for share-based payment award transactions including: (i) income tax consequences; (ii) classification of awards as either equity or liabilities; and (iii) classification on the statement of cash flows. The Company’s adoption of the provisions of ASU 2016-09 effective January 1, 2017 did not have a material impact on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties Tha t Are under Common Control . The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The Company’s adoption of the provisions of ASU 2016-17 effective January 1, 2017 did not have an effect on the Company’s consolidated financial statements. |
Financial Instruments | E. Financial Instruments The Company accounts for its investment securities at fair value under various accounting literature including FASB Accounting Standards Codification (“ASC”) 320, Investments — Debt and Equity Securities (“FASB ASC 320”) , pertaining to investments in debt and equity securities and the fair value option of financial instruments in FASB ASC 825, Financial Instruments (“FASB ASC 825”) . The Company also accounts for certain assets at fair value under the applicable industry guidance, namely FASB ASC 946 , Financial Services-Investment Companies (“FASB ASC 946”). Certain of the Company’s assets and liabilities are required to be measured at fair value. For those assets and liabilities, the Company determines fair value according to the fair value measurement provisions included in FASB ASC 820, Fair Value Measurements and Disclosures (“FASB ASC 820”). FASB ASC 820 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and requires additional disclosures about fair value measurements. The definition of fair value focuses on the price that would be received to sell the asset or paid to transfer the liability between market participants at the measurement date (an exit price). An exit price valuation will include margins for risk even if they are not observable. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (level 1, 2 and 3). In addition, the Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions included in FASB ASC 825. This standard provides companies the option of reporting certain instruments at fair value (with changes in fair value recognized in the statement of operations) that were previously either carried at cost, not recognized on the financial statements, or carried at fair value with changes in fair value recognized as a component of equity rather than in the statement of operations. The election is made on an instrument-by-instrument basis and is irrevocable. See note 9 for the information regarding the effects of applying the fair value option to the Company’s financial instruments on the Company’s consolidated financial statements. FASB ASC 320 requires that the Company classify its investments as either (i) held to maturity, (ii) available for sale, or (iii) trading. This determination is made at the time a security is purchased. FASB ASC 320 requires that both trading and available for sale securities are to be carried at fair value. However, in the case of trading assets, both unrealized and realized gains and losses are recorded in the statement of operations. For available for sale securities, only realized gains and losses are recognized in the statement of operations while unrealized gains and losses are recognized as a component of other comprehensive income. In all the periods presented, all securities were either classified as trading or available for sale. No securities were classified as held to maturity. Furthermore, the Company elected the fair value option, in accordance with FASB ASC 825, for all securities that were classified as available for sale. Therefore, for all periods presented, all securities owned by the Company were accounted for at fair value with unrealized and realized gains and losses recorded in the consolidated statement of operations. When the Company acquires an investment for the purpose of earning a return rather than to support the Company’s trading or matched book repo operations, the Company classifies that investment as other investments, at fair value. Otherwise, the investment is classified as investments-trading. The determination of fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third party pricing services, or, when independent broker quotations or market price quotations from third party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Also, from time to time, the Company may be deemed to be the primary beneficiary of a VIE and may be required to consolidate it and its investments under the provisions included in FASB ASC 810, Consolidation (“FASB ASC 810”) . See notes 3-I and 15. In those cases, the Company’s classification of the assets as trading, other investments, at fair value, available for sale, or held to maturity will depend on the intended use of the investment by the variable interest entity. Investments-Trading Unrealized and realized gains and losses on securities classified as investments-trading are recorded in net trading in the consolidated statements of operations. Other Investments, at Fair Value All gains and losses (unrealized and realized) from securities classified as other investments, at fair value in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statements of operations. Trading Securities Sold, Not Yet Purchased Trading securities sold, not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices. The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the consolidated balance sheets. Unrealized and realized gains and losses on trading securities sold, not yet purchased are recorded in net trading in the consolidated statements of operations. See notes 8 and 9. |
Derivative Financial Instruments | F. Derivative Financial Instruments FASB ASC 815, Derivatives and Hedging (“FASB ASC 815”), provides for optional hedge accounting. When a derivative is deemed to be a hedge and certain documentation and effectiveness testing requirements are met, reporting entities are allowed to record all or a portion of the change in the fair value of a designated hedge as an adjustment to other comprehensive income (“OCI”) rather than as a gain or loss in the statements of operations. To date, the Company has not designated any derivatives as hedges under the provisions included in FASB ASC 815. Derivative financial instruments are recorded at fair value. If the derivative was entered into as part of its broker-dealer operations, it will be included as a component of investments-trading or trading securities sold, not yet purchased. If it is entered into as a hedge for another financial instrument included in other investments, at fair value then the derivative will be included as a component of other investments, at fair value. The Company may, from time to time, enter into derivatives to manage its risk exposures (i) arising from fluctuations in foreign currency rates with respect to the Company’s investments in foreign currency denominated investments; (ii) arising from the Company’s investments in interest sensitive investments; and (iii) arising from the Company’s facilitation of mortgage-backed trading. Derivatives entered into by the Company, from time to time, may include (i) foreign currency forward contracts; (ii) purchase and sale agreements of TBAs and other forward agency MBS contracts; and (iii) other extended settlement trades. TBAs are forward contracts to purchase or sell mortgage-backed securities whose collateral remain “to be announced” until just prior to the trade settlement. In addition to TBAs, the Company sometimes enters into forward purchases or sales of agency mortgage-backed securities where the underlying collateral has been identified. These transactions are referred to as other forward agency MBS contracts. TBAs and other forward agency MBS contracts are accounted for as derivatives by the Company under FASB ASC 815. The settlement of these transactions is not expected to have a material effect on the Company’s consolidated financial statements. In addition to TBAs and other forward agency MBS contracts as part of the Company’s broker-dealer operations, the Company may from time to time enter into other securities or loan trades that do not settle within the normal securities settlement period. In those cases, the purchase or sale of the security or loan is not recorded until the settlement date. However, from the trade date until the settlement date, the Company’s interest in the security is accounted for as a derivative as either a forward purchase commitment or forward sale commitment. The Company will classify the related derivative either within investments-trading or other investments, at fair value depending on where it intends to classify the investment once the trade settles. Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of its carrying amount. Depending on the Company’s investment strategy, realized and unrealized gains and losses are recognized in principal transactions and other income or in net trading in the Company’s consolidated statements of operations on a trade date basis. See note 10. |
Receivables From And Payables To Brokers, Dealers And Clearing Agencies | G. Receivables from and payables to brokers, dealers and clearing agencies Receivables from brokers, dealers and clearing agencies may include amounts receivable for deposits placed with clearing agencies, funds in the Company’s accounts held with clearing agencies, and amounts receivable from securities or repo transactions that have failed to deliver. Payables to brokers, dealers and clearing agencies may include amounts payable from securities or repo transactions that have failed to receive as well as amounts borrowed from clearing agencies under margin loan arrangements. In addition, receivables or payables arising from unsettled regular way trades is reflected on a net basis either as a component of receivables from or payables to brokers, dealers, and clearing agencies. See note 6. |
Furniture, Equipment, and Leasehold Improvements, Net | H. Furniture, Equipment, and Leasehold Improvements, Net Furniture, equipment, and leasehold improvements are stated at cost, less accumulated depreciation and amortization, and are included as a component of other assets in the consolidated balance sheets. Furniture and equipment are depreciated on a straight line basis over their estimated useful life of 3 to 5 years. Leasehold improvements are amortized over the lesser of their useful life or lease term, which generally ranges from 5 to 10 years. |
Goodwill and Intangible Assets with Indefinite Lives | I. Goodwill and Intangible Assets with Indefinite Lives Goodwill represents the amount of the purchase price in excess of the fair value assigned to the individual assets acquired and liabilities assumed in various acquisitions completed by the Company. See note 12. In accordance with FASB ASC 350, Intangibles — Goodwill and Other (“FASB ASC 350”), goodwill and intangible assets deemed to have indefinite lives are not amortized to expense but rather are analyzed for impairment. The Company measures its goodwill for impairment on an annual basis or when events indicate that goodwill may be impaired. The Company first assesses qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Based on the results of the qualitative assessment, the Company then determines whether it needs to calculate the fair value of the reporting unit as part of the first step of the two-step goodwill impairment test. The goodwill impairment test two-step process requires management to make judgments in determining what assumptions to use in the calculation. The first step in the process is to identify potential goodwill impairment by comparing the fair value of the reporting unit to its carrying value. If the carrying value is less than fair value, the Company would complete step two in the impairment review process, which measures the amount of goodwill impairment. The Company includes intangible assets comprised primarily of its broker-dealer licenses in other assets on its consolidated balance sheets that it considers to have indefinite useful lives. The Company reviews these assets for impairment on an annual basis. |
Variable Interest Entities | J . Variable Interest Entities FASB ASC 810, Consolidation (“FASB ASC 810”), contains the guidance surrounding the definition of VIEs, the definition of variable interests, and the consolidation rules surrounding VIEs. This guidance was updated with ASU No. 2015-02, Amendments to the Consolidation Analysis . See note 3D. In general, VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company has variable interests in VIEs through its management contracts and investments in various securitization entities including CLOs and CDOs. Once it is determined that the Company holds a variable interest in a VIE, FASB ASC 810 requires that the Company perform a qualitative analysis to determine (i) which entity has the power to direct the matters that most significantly impact the VIE’s financial performance and (ii) if the Company has the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The entity that has both of these characteristics is deemed to be the primary beneficiary and required to consolidate the VIE. This assessment must be done on an ongoing basis. The Company has included the required disclosures for VIEs in its consolidated financial statements for the years ended December 31, 2017 . See note 15 for further details. |
Collateralized Securities Transactions | K. Collateralized Securities Transactions The Company may enter into transactions involving purchases of securities under agreements to resell (“reverse repurchase agreements” or “receivables under resale agreements”) or sales of securities under agreements to repurchase (“repurchase agreements”). The resulting interest income and expense are included in net trading in the consolidated statements of operations. In the case of reverse repurchase agreements, the Company generally takes possession of securities as collateral. Likewise, in the case of repurchase agreements, the Company is required to provide the counterparty with securities as collateral. In certain cases a repurchase agreement and a reverse repurchase agreement may be entered into with the same counterparty. If certain requirements are met, the offsetting provisions included in FASB ASC 210, Balance Sheet (“FASB ASC 210”), allow (but do not require) the reporting entity to net the asset and liability on the consolidated balance sheets. It is the Company’s policy to present the assets and liabilities on a net basis if the conditions of FASB ASC 210 are met. The Company classifies reverse repurchase agreements as a separate line item within the assets section of the Company’s consolidated balance sheets. The Company classifies repurchase agreements as a separate line item within the liabilities section of the Company’s consolidated balance sheets. In the case of reverse repurchase agreements, if the counterparty is unable or unwilling to fulfill its obligation to repurchase the collateral securities at maturity, the Company can sell the collateral securities to repay the obligation. However, the Company is at risk that it may sell at unfavorable market prices and may sustain significant loss es . The Company’s policy to control this risk is monitoring the market value of securities pledged or used as collateral on a daily basis and requiring additional collateral in the event the market value of the existing collateral declines. In the case of repurchase agreements, if the counterparty makes a margin call and the Company is unable or unwilling to meet the margin call, the counterparty can sell the securities to repay the obligation. The Company is at risk that the counterparty may sell the securities at unfavorable market prices and the Company may sustain significant losses. The Company controls this risk by monitoring its liquidity position to ensure it has sufficient cash or liquid securities to meet margin calls. In general, reverse repurchase agreements and repurchase agreements allow each counterparty to re-pledge or resell the collateral securities to other counterparties. See notes 8 and 11. |
Debt | L. Debt Debt is recorded at its face amount, less any discount or plus any premium. Debt issuance costs are included as a component of discount on debt. Any discount on debt is amortized as a component of interest expense using the effective interest method. The Company has not elected to account for any of its debt at fair value under ASC 825. See note 17. |
Redeemable Financial Instruments | M. Redeemable Financial Instruments Redeemable financial instruments are investments made in the Operating LLC. These investments entitle the holder to an investment return which is variable and is based on the operating results of certain business units of the Company. These investments can be redeemed by the Company under certain circumstances or the holder may require redemption under certain circumstances. However, there are no fixed maturity dates. The Company treats these investments as liabilities and carries these investments at the redemption value plus an accrued and unpaid investment return on its consolidated balance sheets. The redemption value is included in redeemable financial instruments and the accrued and unpaid investment return is included in accounts payable and other liabilities in the consolidated balance sheets. Investment return is recorded on an accrual basis and is included as a component of interest expense in the consolidated statements of operations. |
Revenue Recognition | N. Revenue Recognition Net trading Net trading includes: (i) all gains, losses, interest income, dividend income, and interest expense from securities classified as investments-trading and trading securities sold, not yet purchased; (ii) interest income and expense from collateralized securities transactions; and (iii) commissions and riskless trading profits. Net trading is reduced by margin interest, which is recorded on an accrual basis. Riskless trades are transacted through the Company’s proprietary account with a customer order in hand, resulting in little or no market risk to the Company. Transactions that settle in the regular way are recognized on a trade date basis. Extended settlement transactions are recognized on a settlement date basis (although in cases of extended settlement trades, the unsettled trade is accounted for as a derivative between trade and settlement date). See notes 3F and 10. The investments classified as trading are carried at fair value. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations from third party pricing services or, when independent broker quotations or market price quotations from third party pricing services are unavailable, valuation models prepared by the Company’s management. The models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. See note 9. Asset management Asset management revenue consists of management fees earned from Investment Vehicles. In the case of CDOs, the fees earned by the Company generally consist of senior, subordinated, and incentive fees. The senior asset management fee is generally senior to all the securities in the CDO capital structure and is recognized on a monthly basis as services are performed. The senior asset management fee is generally paid on a quarterly basis. The subordinated asset management fee is an additional payment for the same services but has a lower priority in the CDO cash flows. If the CDO experiences a certain level of asset defaults and deferrals, these fees may not be paid. There is no recovery by the CDO of previously paid subordinated asset management fees. It is the Company’s policy to recognize these fees on a monthly basis as services are performed. The subordinated asset management fee is generally paid on a quarterly basis. However, if the Company determines that the subordinated asset management fee will not be paid (which generally occurs on the quarterly payment date), the Company will stop recognizing additional subordinated asset management fees on that particular CDO and will reverse any subordinated asset management fees that are accrued and unpaid. The Company will begin accruing the subordinated asset management fee again if payment resumes and, in management’s estimate, continued payment is reasonably assured. If payment were to resume but the Company was unsure of continued payment, it would recognize the subordinated asset management fee as payments were received and would not accrue such fees on a monthly basis. The incentive management fee is an additional payment, made typically after five to seven years of the life of a CDO, which is based on the clearance of an accumulated cash return on investment (“Hurdle Return”) received by the most junior CDO securities holders. It is an incentive for the Company to perform in its role as asset manager by minimizing defaults and maximizing recoveries. The incentive management fee is not ultimately determined or payable until the achievement of the Hurdle Return by the most junior CDO securities holders. The Company does not recognize incentive fee revenue until the Hurdle Return is achieved and the amount of the incentive management fee is determinable and payment is reasonably assured. In the case of Investment Vehicles other than CDOs, generally the Company earns a base fee and in some cases also earns an incentive fee. Base fees will generally be recognized on a monthly basis as services are performed and will be paid monthly or quarterly. The contractual terms of each arrangement will determine the Company’s revenue recognition policy for incentive fees in each case. However, in all cases, the Company does not recognize revenue until it is fixed and determinable. New issue and advisory New issue and advisory revenue includes: (i) new issue revenue associated with originating, arranging, or placing newly created financial instruments and (ii) revenue from advisory services. New issue and advisory revenue is recognized when all services have been provided and payment is earned. Principal transactions and other income Principal transactions include all gains, losses, and income (interest and dividend) from financial instruments classified as other investments, at fair value in the consolidated balance sheets. The investments classified as other investments, at fair value are carried at fair value. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations from third party pricing services, or, when independent broker quotations or market price quotations from third party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Dividend income is recognized on the ex-dividend date. Other income / (loss) includes foreign currency gains and losses, interest earned on cash and cash equivalents, interest earned and losses incurred on notes receivable, and other miscellaneous income including revenue from revenue sharing arrangements. |
Interest Expense, net | O. Interest Expense, net Interest expense incurred other than interest income and expense included as a component of net trading (described in 3-L above) is recorded on an accrual basis and presented in the consolidated statements of operations as a separate non-operating expense. See note 17. |
Leases | P. Leases The Company is a tenant pursuant to several commercial office leases. All of the Company’s leases are currently treated as operating leases. The Company records rent expense on a straight-line basis taking into account minimum rent escalations included in each lease. Any rent expense recorded in excess of amounts currently paid is recorded as deferred rent and included as a component of accounts payable and other liabilities in the consolidated balance sheets. |
Non-Controlling Interest | Q. Non-Controlling Interest Subsequent to the consummation of the Merger on December 16, 2009, member interests in the Operating LLC, other than the interests held by the Company, are treated as a non-controlling interest. As of December 31, 2017 and 2016 , the Company directly owned approximately 68.6% and 68.9% , respectively, of the Operating LLC. |
Equity-Based Compensation | R. Equity-Based Compensation The Company accounts for equity-based compensation issued to its employees using the fair value based methodology prescribed by the provisions related to share-based payments included in FASB ASC 718, Compensation-Stock Compensation (“FASB ASC 718”). Through the periods presented herein, the Company has issued the following types of instruments: (i) “Restricted Units” that include both actual membership interests of the Operating LLC or interests that represent the right to receive common shares of Cohen & Company Inc., both of which may be subject to certain restrictions; (ii) “Restricted Stock” that are shares of Cohen & Company Inc.’s Common Stock; and (iii) stock options of Cohen & Company Inc. When issuing equity compensation, the Company first determines the fair value of the Restricted Units or Restricted Stock or stock options granted. Once the fair value of the equity-based awards is determined, the Company determines whether the grants qualify for liability or equity treatment. The individual rights of the equity grants are the determining factors of the appropriate treatment (liability or equity). In general terms, if the equity-based awards granted have certain features (like put or cash settlement options) that give employees the right to redeem the grants for cash instead of equity of the Company, the grants will require liability treatment. Otherwise, equity treatment is generally appropriate. If the grants qualify for equity treatment, the value of the grant is recorded as an expense as part of compensation and benefits in the consolidated statements of operations. The expense is recorded ratably over the service period as defined in FASB ASC 718, which is generally the vesting period. The offsetting entry is to stockholders’ equity and non-controlling interest. In the case of grants that qualify for equity treatment, compensation expense is fixed on the date of grant. The only subsequent adjustments made would be to account for differences between actual forfeitures of grants when an employee leaves the Company and initial estimate of forfeitures. If the grants were to qualify for liability treatment, the treatment is the same as above except that the offsetting entry is to liability for equity compensation. In addition, in the case of grants that qualify for liability treatment, the Company would adjust the total compensation and the liability for equity compensation to account for subsequent changes in fair value as well as forfeitures as described in the preceding paragraph. From time to time, the Company has issued equity to non-employees as compensation for services. The Company follows the provisions of FASB ASC 505-50, Equity-Based Payments to Non Employees (“FASB ASC 505-50”) . In those cases, the accounting treatment is materially the same as described for employees except that the fair value of the grant is determined at the earlier of (i) the performance commitment date or (ii) the actual completion date of services. FASB ASC 505-50 describes the performance commitment date as the date when performance by the non-employee is probable because of sufficiently large disincentives in the event of nonperformance. If the sole remedy for the non-employee’s lack of performance is either the non-employee’s forfeiture of the equity instruments or the entity’s ability to sue the non-employee, those remedies should not, by themselves, be considered sufficiently large disincentives to nonperformance. When the Company has issued non employees grants, generally it has determined that the measurement date is the actual date of completion of services, which in the Company’s case, is the vesting date of the underlying grant. |
Accounting for Income Taxes | S. Accounting for Income Taxes Cohen & Company Inc. is treated as a C corporation for United States federal and state income tax purposes. The Company’s majority owned subsidiary, the Operating LLC, is treated as a pass-through entity for U.S. federal income tax purposes and in most of the states in which it does business. However, in the periods presented, the Operating LLC or its subsidiaries have been subject to entity level income taxes in the United Kingdom, Spain, France, New York City, Pennsylvania, and Philadelphia. Beginning on April 1, 2006, the Company qualified for Keystone Opportunity Improvement Zone (“KOZ”) benefits, which exempts the Operating LLC and its members from Philadelphia and Pennsylvania state income and capital stock franchise tax liabilities. Assuming the Company remains in its current location in Philadelphia, it will be entitled to KOZ benefits through October 31, 2018. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the U.S. GAAP and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such a determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations. In the event the Company were to determine that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance that would reduce the provision for income taxes. The Company’s policy is to record penalties and interest as a component of income tax expense (benefit) in the consolidated statements of operations. |
Other Comprehensive Income / (Loss) | T. Other Comprehensive Income / (Loss) The Company reports the components of comprehensive income / (loss) within the consolidated statements of operations and comprehensive income / (loss). Comprehensive income / (loss) includes net income / (loss) and foreign translation adjustment. |
Earnings / (Loss) Per Common Share | U . Earnings / (Loss) Per Common Share In accordance with FASB ASC 260, Earnings Per Share (“FASB ASC 260”), the Company presents both basic and diluted earnings / (loss) per common share in its consolidated financial statements and footnotes. Basic earnings / (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income or loss allocable to common stockholders or members by the weighted average number of common shares and restricted stock entitled to non-forfeitable dividends outstanding for the period. Diluted earnings per common share (“Diluted EPS”) reflects the potential dilution of common stock equivalents (such as restricted stock and restricted units entitled to forfeitable dividends, in-the-money stock options, and convertible debt, if they are not anti-dilutive). See note 23 for the computation of earnings/(loss) per common share. |
Recent Accounting Developments | V . Recent Accounting Developments In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The core principle of this ASU is to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Subsequently, the FASB issued a series of modifying ASUs that do not change the core principle of the guidance stated in ASU 2014-09. The modifying ASUs include: ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10 , Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. The Company must adopt the amendments in ASU 2016-08, ASU 2016-10, and ASU 2016-12 with the adoption of ASU 2014-09. The effective date for all of the amendments in these ASUs is for annual periods beginning after December 15, 2017, including interim reporting periods within that reporting period as amended by ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date . Early application is permitted. The Company commenced its evaluation of the impact of this ASU in 2016. This ASU excludes from its scope revenue recognition related to items the Company records as a component of net trading and principal transactions within its consolidated statements of operations. Therefore, this ASU will have no impact on these items. Furthermore, the Company has concluded that the new guidance will not have a material impact on items it records as a component of asset management or other revenue. The Company adopted the new guidance on January 1, 2018 using the modified retrospective transition method. The Company expects any cumulative effect adjustment resulting from the application of this me thod to be immaterial. In February 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10) . The amendments in ASU 2016-01, among other things: require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; require separate presentation of financial assets and liabilities by measurement category and form of financial asset; and eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of these amendments on the presentation in its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . Under the new guidance, lessees will be required to recognize the following for all leases with the exception of short-term leases: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The ASU is effective for entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company expects to adopt this new guidance effective January 1, 2019. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendments in this ASU require the measurement of all expected credit losses for financial assets held at the reporting date to be based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated 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 . The amendments in this ASU provide cash flow statement classification guidance on eight specific cash flow presentation issues with the objective of reducing existing diversity in practice. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early application is permitted, including adoption in an interim period. The Company is currently evaluating the new guidance to determine the impact it may have on the its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . The amendments require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception of an intra-entity transfer of an asset other than inventory. This ASU is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within these years. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this ASU clarify the definition of a business and affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted under certain circumstances. The amendments should be applied prospectively as of the beginning of the period of adoption. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amendments in this ASU eliminate Step 2 from the goodwill impairment test. The annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017 and should be applied on a prospective basis. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Derecognition of a Nonfinancial Assets (Subtopic 610-20) : Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . The amendments in this ASU clarify that a financial asset within the scope of this topic may include nonfinancial assets transferred within a legal entity to counterparty. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to counterparty and derecognize each asset when counterparty obtains control of it. The effective date for this ASU is for annual periods beginning after December 15, 2017. Early application is permitted. The Company is currently evaluating the new guidance to determine the impact it may have its consolidated financial statements. In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs, Premium Amortization on Purchased Callable Debt Securities (Sub-Topic 310-20) . The amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This ASU is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718) Scope of Modification Accounting . This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments provide guidance on determining those changes to the terms and conditions of share-based payment awards that require an entity to apply modification accounting. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivative and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815) . This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The amendments refine and expand hedge accounting for both financial and commodity risks and it contains provisions to create more transparency and clarify how economic results are presented. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. |
Business Concentration | W. Business Concentration A substantial portion of the Company’s asset management revenues in a year may be derived from a small number of transactions. For the year ended December 31, 2017, the Company earned its asset management revenue of $5,848 from CDOs and $2,049 from other investment funds. Other than revenue earned in its matched book repo operations, the Company’s trading revenue is generated from transactions with a diverse set of institutional customers. The Company does not consider its trading revenue, other than revenue earned in its matched book repo operations, to be concentrated from a customer or counterparty perspective. See note 11 for discussion of concentrations within its matched book repo operations. |
Fair Value of Financial Instruments | X. Fair Value of Financial Instruments The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments. These determinations were based on available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop the estimates and, therefore, these estimates may not necessarily be indicative of the amount the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Refer to note 9 for a discussion of the fair value hierarchy with respect to investments-trading; other investments, at fair value; and the derivatives held by the Company. Cash equivalents : Cash is carried at historical cost, which is assumed to approximate fair value. The estimated fair value measurement of cash and cash equivalents is classified within level 1 of the valuation hierarchy. Investments-trading : These amounts are carried at fair value. The fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third party pricing services, or valuation models when quotations are not available. Other investments, at fair value : These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent broker market quotations, or valuation models when quotations are not available. In the case of investments in alternative investment funds, fair value is generally based on the reported net asset value of the underlying fund . Receivables under resale agreements : Receivables under resale agreements are carried at their contracted resale price, have short-term maturities, and are repriced frequently or bear market interest rates and, accordingly, these contracts are at amounts that approximate fair value. The estimated fair value measurements of receivables under resale agreements are based on observations of actual market activity and are generally classified within level 2 of the fair value hierarchy . Trading securities sold, not yet purchased : These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent market quotations, market price quotations from third party pricing services, or valuation models when quotations are not available. Securities sold under agreement to repurchase : The liabilities for securities sold under agreement to repurchase are carried at their contracted repurchase price, have short-term maturities, and are repriced frequently with amounts normally due in one month or less and, accordingly, these contracts are at amounts that approximate fair value. The estimated fair value measurements of securities sold under agreement to repurchase are based on observations of actual market activity and are generally classified within level 2 of the fair value hierarchy. Redeemable financial instruments : The liabilities for redeemable financial instruments are carried at their redemption value which approximates fair value. The estimated fair value measurement of the redeemable financial instruments is classified within level 3 of the fair value hierarchy. Debt : These amounts are carried at outstanding principal less unamortized discount. However, a substantial portion of the debt was assumed in the Merger and recorded at fair value as of that date. As of December 31, 2017 and 2016 , the fair value of the Company’s debt was estimated to be $53,657 and $37,121 , respectively. The estimated fair value measurements of the debt are generally based on discounted cash flow models prepared by the Company’s management primarily using discount rates for similar instruments issued to companies with similar credit risks to the Company and are generally classified within level 3 of the fair value hierarchy. Derivatives : These amounts are carried at fair value. Derivatives may be included as a component of investments-trading; trading securities sold, not yet purchased; and other investments, at fair value. See notes 9 and 10. The fair value is generally based on quoted market prices on an exchange that is deemed to be active for derivative instruments such as foreign currency forward contracts and Eurodollar futures. For derivative instruments, such as TBAs and other extended settlement trades, the fair value is generally based on market price quotations from third party pricing services. |
Net Trading (Tables)
Net Trading (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net Trading [Abstract] | |
Schedule Of Net Trading | NET TRADING (Dollars in thousands) 2017 2016 2015 Net realized gains / (losses)- trading inventory $ 21,277 $ 37,186 $ 26,826 Net unrealized gains / (losses)-trading inventory 598 (2,851) 296 Gains and losses 21,875 34,335 27,122 Interest income-trading inventory 2,071 2,626 3,034 Interest income-receivables under resale agreements 13,874 6,897 3,036 Interest income 15,945 9,523 6,070 Interest expense-securities sold under agreement to repurchase (10,234) (4,128) (1,618) Interest expense-margin payable (677) (625) (548) Interest expense (10,911) (4,753) (2,166) Net trading $ 26,909 $ 39,105 $ 31,026 |
Receivables From And Payables40
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies [Abstract] | |
Schedule Of Due To (From) Broker-Dealers And Clearing Organizations | Amounts receivable from brokers, dealers, and clearing agencies consisted of the following. RECEIVABLES FROM BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in thousands) As of December 31, 2017 2016 Deposits with clearing organizations $ 750 $ 750 Unsettled regular way trades, net - 3,337 Receivable from clearing organizations 102,846 77,091 Receivables from brokers, dealers, and clearing agencies $ 103,596 $ 81,178 Amounts payable to brokers, dealers, and clearing agencies consisted of the following at December 31, 2017 and 2016 . PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in thousands) As of December 31, 2017 2016 Unsettled regular way trades, net $ 1,997 $ - Margin payable 128,561 85,761 Payables to brokers, dealers, and clearing agencies $ 130,558 $ 85,761 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Receivables [Abstract] | |
Schedule Of Other Receivables | OTHER RECEIVABLES (Dollars in thousands) As of December 31, 2017 2016 Asset management fees $ 908 $ 2,121 New issue and advisory fees - 289 Accrued interest and dividends receivable 1,416 1,523 Revenue share receivable 488 1,190 Other 701 102 Other receivables $ 3,513 $ 5,225 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Financial Instruments [Abstract] | |
Schedule Of Trading Securities | INVESTMENTS - TRADING (Dollars in thousands) As of December 31, 2017 2016 U.S. government agency MBS and CMOs $ 87,608 $ 9,539 U.S. government agency debt securities 13,529 30,681 RMBS 32 70 U.S. Treasury securities 2,466 - ABS 1 1 SBA loans 4,780 18,416 Corporate bonds and redeemable preferred stock 43,435 45,271 Foreign government bonds 483 339 Municipal bonds 45,709 43,759 Certificates of deposit - 240 Derivatives 1,118 8,763 Equity securities 3,096 99 Investments-trading $ 202,257 $ 157,178 |
Schedule Of Trading Securities Sold, Not Yet Purchased | TRADING SECURITIES SOLD, NOT YET PURCHASED (Dollars in thousands) As of December 31, 2017 2016 U.S. Treasury securities $ 62,798 $ 56,329 Corporate bonds and redeemable preferred stock 28,445 18,552 Municipal bonds 37 20 Derivatives 607 10,282 Trading securities sold, not yet purchased $ 91,887 $ 85,183 |
Schedule Of Other Investments | OTHER INVESTMENTS, AT FAIR VALUE (Dollars in thousands) As of December 31, 2017 Cost Carrying Value Unrealized Gain / (Loss) Equity securities $ 7,126 $ 7,132 $ 6 CLOs 4,362 4,485 123 CDOs 189 26 (163) EuroDekania 4,827 1,143 (3,684) Derivatives - (251) (251) Residential loans 72 358 286 Foreign currency forward contracts - (26) (26) Other investments, at fair value $ 16,576 $ 12,867 $ (3,709) As of December 31, 2016 Cost Carrying Value Unrealized Gain / (Loss) CLOs $ 7,312 $ 6,733 $ (579) CDOs 191 28 (163) EuroDekania 4,969 1,165 (3,804) Residential loans 88 360 272 Foreign currency forward contracts - 17 17 Other investments, at fair value $ 12,560 $ 8,303 $ (4,257) |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis | FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 2017 (Dollars in Thousands) Significant Significant Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs Assets Fair Value (Level 1) (Level 2) (Level 3) Investments-trading: U.S. government agency MBS and CMOs $ 87,608 $ - $ 87,608 $ - U.S. government agency debt securities 13,529 - 13,529 - RMBS 32 - 32 - U.S. Treasury securities 2,466 2,466 - - ABS 1 - 1 - SBA loans 4,780 - 4,780 - Corporate bonds and redeemable preferred stock 43,435 - 43,435 - Foreign government bonds 483 - 483 - Municipal bonds 45,709 - 45,709 - Derivatives 1,118 - 1,118 - Equity securities 3,096 89 941 2,066 Total investments - trading $ 202,257 $ 2,555 $ 197,636 $ 2,066 Other investments, at fair value: Equity securities $ 7,132 $ 7,132 $ - $ - CLOs 4,485 - - 4,485 CDOs 26 - - 26 Derivatives (251) - (251) - Residential loans 358 - 358 - Foreign currency forward contracts (26) (26) - - 11,724 $ 7,106 $ 107 $ 4,511 Equity investment in EuroDekania (1) 1,143 Total other investments, at fair value $ 12,867 Liabilities Trading securities sold, not yet purchased: U.S. Treasury securities $ 62,798 $ 62,798 $ - $ - Corporate bonds and redeemable preferred stock 28,445 - 28,445 - Municipal bonds 37 - 37 - Derivatives 607 - 607 - Total trading securities sold, not yet purchased $ 91,887 $ 62,798 $ 29,089 $ - (1) Hybrid Securities fund – European. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 2016 (Dollars in thousands) Significant Significant Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs Assets Fair Value (Level 1) (Level 2) (Level 3) Investments-trading: U.S. government agency MBS and CMOs $ 9,539 $ - $ 9,539 $ - U.S. government agency debt securities 30,681 - 30,681 - RMBS 70 - 70 - ABS 1 - 1 - SBA loans 18,416 - 18,416 - Corporate bonds and redeemable preferred stock 45,271 - 45,271 - Foreign government bonds 339 - 339 - Municipal bonds 43,759 - 43,759 - Certificates of deposit 240 - 240 - Derivatives 8,763 - 8,763 - Equity securities 99 99 - - Total investments - trading $ 157,178 $ 99 $ 157,079 $ - Other investments, at fair value: CLOs $ 6,733 $ - $ - $ 6,733 CDOs 28 - - 28 Residential loans 360 - 360 - Foreign currency forward contracts 17 17 - - 7,138 $ 17 $ 360 $ 6,761 Equity investment in EuroDekania (1) 1,165 Total other investments, at fair value $ 8,303 Liabilities Trading securities sold, not yet purchased: U.S. Treasury securities $ 56,329 $ 56,329 $ - $ - Corporate bonds and redeemable preferred stock 18,552 - 18,552 - Municipal bonds 20 - 20 - Derivatives 10,282 - 10,282 - Total trading securities sold, not yet purchased $ 85,183 $ 56,329 $ 28,854 $ - (1) Hybrid Securities fund – European. |
Schedule Of Assets And Liabilities Measured With Level 3 Inputs | LEVEL 3 INPUTS For the Year Ended December 31, 2017 (Dollars in thousands) December 31, 2016 Net trading Gains and losses (1) Transfers out of Level 3 Accretion of income Purchases Sales and returns of capital December 31, 2017 Change in unrealized gains /(losses) (2) Assets: Investments - trading Equity securities $ - $ - $ (1,091) $ - $ - $ 3,157 $ - $ 2,066 $ (1,091) Other investments, at fair value: CLOs $ 6,733 $ - $ (65) $ - $ 1,123 $ - $ (3,306) $ 4,485 $ 776 CDOs 28 - - - - - (2) 26 - Total other investments, fair value $ 6,761 $ - $ (65) $ - $ 1,123 $ - $ (3,308) $ 4,511 $ 776 (1) Gains and losses on investments-trading are recorded as a component of net trading in the statements of operations. Gains and losses on other investments, at fair value are recorded as a component of principal transactions and other income in the consolidated statements of operations. (2) Represents the change in unrealized gains and losses for the period included in current year earnings for assets held at the end of the reporting period. LEVEL 3 INPUTS For the Year Ended December 31, 2016 (Dollars in thousands) December 31, 2015 Net trading Gains and losses (1) Transfers out of Level 3 Accretion of income Purchases Sales and returns of capital December 31, 2016 Change in unrealized gains /(losses) (2) Other investments, at fair value: CLOs $ 11,569 $ - $ 1,413 $ - $ 1,213 $ - $ (7,462) $ 6,733 $ 1,563 CDOs 34 - (4) - - - (2) 28 (4) Total other investments, fair value $ 11,603 $ - $ 1,409 $ - $ 1,213 $ - $ (7,464) $ 6,761 $ 1,559 (1) Recorded as a component of principal transactions and other income in the consolidated statements of operations. (2) Represents the change in unrealized gains and losses for the period included in principal transactions and other income for assets held at the end of the reporting period. |
Quantitative Information About Level 3 Fair Value Measurements | QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant December 31, 2017 Technique Inputs Average Inputs Assets Investments Trading Equity Securities $ 2,066 Market approach EBITDA Multiple 8.0 7.6 - 9.2 Other investments, at fair value CLOs $ 4,485 Discounted Cash Flow Model Yield 13.8% 11.8% - 19.1% Duration (years) 4.4 4.3 - 4.5 Default rate 2.0% 2.0% - 2.0% QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant December 31, 2016 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 6,733 Discounted Cash Flow Model Yield 16.1% 11.8% - 25.0% Duration (years) 5.8 5.3 - 6.6 Default rate 2.0% 2.0% - 2.0% |
Fair Value, Investments, Entities That Calculate Net Asset Value Per Share | FAIR VALUE MEASUREMENTS OF INVESTMENTS IN CERTAIN ENTITIES THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT) Fair Value December 31, 2017 (Dollars in thousands) Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,143 N/A N/A N/A $ 1,143 Fair Value December 31, 2016 (Dollars in thousands) Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,165 N/A N/A N/A $ 1,165 N/A – Not applicable. (a) EuroDekania owns investments in hybrid capital securities that have attributes of debt and equity, primarily in the form of subordinated debt issued by insurance companies, banks, and bank holding companies based primarily in Western Europe; widely syndicated leveraged loans issued by European corporations; CMBS, including subordinated interests in first mortgage real estate loans; and RMBS and ABS backed by consumer and commercial receivables. The majority of the assets are denominated in Euros and U.K. Pounds Sterling. The fair value of the investment in this category has been estimated using the NAV per share of the investment in accordance with the “practical expedient” provisions of FASB ASC 820. |
Derivative Financial Instrume44
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Financial Instruments [Abstract] | |
Balance Sheet Information | DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION (Dollars in thousands) As of December 31, Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Balance Sheet Classification 2017 2016 TBA and other forward agency MBS Investments-trading $ 1,063 $ 8,763 Other extended settlement trades Investments-trading 55 - Foreign currency forward contracts Other investments, at fair value (26) 17 TBA and other forward agency MBS Trading securities sold, not yet purchased (607) (10,282) Other extended settlement trades Other investments, at fair value (251) - $ 234 $ (1,502) |
Statement Of Operations Information | DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in thousands) For the Year Ended December 31, Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Income Statement Classification 2017 2016 2015 Foreign currency forward contracts Revenues-principal transactions and other income $ (145) $ 38 $ 374 Other extended settlement trades Revenues-principal transactions and other income (251) - - Other extended settlement trades Revenues-net trading 10 - 3 TBA and other forward agency MBS Revenues-net trading 6,909 7,993 5,298 $ 6,523 $ 8,031 $ 5,675 |
Collateralized Securities Tra45
Collateralized Securities Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Collateralized Securities Transactions [Abstract] | |
Schedule Of Repurchase Agreements Accounted For As Secured Borrowings | SECURED BORROWINGS (Dollars in thousands) December 31, 2017 Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government agency MBS (GCF Repo) $ 1,174,637 $ 475,430 $ - $ - $ 1,650,067 MBS (Gestational Repo) - 411,685 - - 411,685 SBA loans 4,847 - - 4,847 $ 1,179,484 $ 887,115 $ - $ - $ 2,066,599 Reverse repurchase agreements with FICC netted with repurchase agreements with FICC (374,320) Securities sold under agreement to repurchase $ 1,692,279 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government agency MBS (GCF Repo) $ 25,004 $ 514,780 $ 750,018 $ 353,790 $ 1,643,592 MBS (Gestational Repo) 411,611 411,611 SBA loans - - - - $ 25,004 $ 926,391 $ 750,018 $ 353,790 $ 2,055,203 Reverse repurchase agreements with FICC netted with repurchase agreements with FICC (374,320) Receivables under resale agreements $ 1,680,883 SECURED BORROWINGS (Dollars in Thousands) December 31, 2016 Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total MBS (Gestational Repo) $ - $ 281,670 $ - $ - $ 281,670 SBA loans 13,775 - - - 13,775 $ 13,775 $ 281,670 $ - $ - $ 295,445 Securities sold under agreement to repurchase $ 295,445 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total MBS (Gestational Repo) $ - $ 281,821 $ - $ - $ 281,821 SBA loans - - - - - $ - $ 281,821 $ - $ - $ 281,821 Receivables under resale agreements $ 281,821 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill [Abstract] | |
Schedule Of Goodwill | GOODWILL (Dollars in thousands) As of December 31, 2017 2016 AFN $ 110 $ 110 JVB 7,882 7,882 Goodwill $ 7,992 $ 7,992 |
Other Assets and Accounts Pay47
Other Assets and Accounts Payable and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets and Accounts Payable and Other Liabilities [Abstract] | |
Schedule Of Other Assets | OTHER ASSETS (Dollars in thousands) As of December 31, 2017 2016 Deferred costs $ - $ 600 Prepaid expenses 796 976 Prepaid income taxes - 99 Security deposits 272 1,799 Miscellaneous other assets 46 163 Furniture, equipment, and leasehold improvements, net 392 498 Intangible assets 166 166 Other assets $ 1,672 $ 4,301 |
Schedule Of Accounts Payable And Other Liabilities | ACCOUNTS PAYABLE AND OTHER LIABILITIES (Dollars in thousands) As of December 31, 2017 2016 Accounts payable $ 249 $ 326 Redeemable financial instrument accrued interest 398 761 Rent payable 75 54 Accrued interest payable 629 305 Accrued interest on securities sold, not yet purchased 604 512 Payroll taxes payable 685 576 Counterparty cash collateral 1,219 - Other general accrued expenses 1,349 1,084 Accounts payable and other liabilities $ 5,208 $ 3,618 |
Furniture, Equipment, And Lea48
Furniture, Equipment, And Leasehold Improvements, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Furniture, Equipment, And Leasehold Improvements, Net [Abstract] | |
Schedule Of Furniture, Equipment, And Leasehold Improvements | FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET (Dollars in thousands) As of December 31, Estimated Useful Lives 2017 2016 Furniture and equipment 3 to 5 Years $ 1,299 $ 1,712 Leasehold improvements 5 to 10 Years 548 686 1,847 2,398 Accumulated depreciation (1,455) (1,900) Furniture, equipment, and leasehold improvements, net $ 392 $ 498 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Variable Interest Entities [Abstract] | |
Schedule Of Variable Interest Entities | CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES (Dollars in thousands) As of December 31, 2017 2016 Other Investments, at fair value $ 4,511 $ 6,761 Maximum Exposure $ 4,511 $ 6,761 |
Redeemable Financial Instrume50
Redeemable Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Redeemable Financial Instruments [Abstract] | |
Schedule Of Redeemable Financial Instruments | REDEEMABLE FINANCIAL INSTRUMENTS As of and For the Year Ended December 31, 2017 (Dollars in thousands) Outstanding Balance Accrued Interest Interest expense incurred JKD Capital Partners I LTD $ 6,732 $ 367 $ 831 DGC Family Fintech Trust / CBF 10,000 31 89 $ 16,732 $ 398 $ 920 REDEEMABLE FINANCIAL INSTRUMENTS As of and For the Year Ended December 31, 2016 (Dollars in Thousands) Outstanding Balance Accrued Interest Interest expense incurred JKD Capital Partners I LTD $ 6,000 $ 761 $ 761 $ 6,000 $ 761 $ 761 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Debt Outstanding | DETAIL OF DEBT (Dollars in thousands) Description As of December 31, 2017 As of December 31, 2016 Interest Rate Terms Interest (4) Maturity Contingent convertible debt: 8.00% convertible senior note ("the 2017 Convertible Note") $ 15,000 $ - Fixed 8.00 % March 2022 (1) 8.00% convertible senior notes ("the 2013 Convertible Notes") 8,248 8,248 Fixed 8.00 % September 2018 (2) Less unamortized debt issuance costs (1,343) (274) 21,905 7,974 Junior subordinated notes (3): Alesco Capital Trust I 28,125 28,125 Variable 5.38 % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 5.84 % March 2035 Less unamortized discount (25,853) (26,576) 22,272 21,549 Total $ 44,177 $ 29,523 (1) The holder of the 2017 Convertible Note may convert all or any part of the outstanding principal amount of the 2017 Convertible Note at any time prior to maturity into units of the Operating LLC at a conversion price of $1.45 per unit, subject to customary anti-dilution adjustments. Units of the Operating LLC not held by Cohen & Company Inc. may, with certain restrictions, be redeemed and exchanged into shares of the Company on a ten -for-one basis. Therefore, the 2017 Convertible Note can be converted into Operating LLC units and then redeemed and exchanged into Common Stock at an effective conversion price of $14.50 . (2) The holders of the 2013 Convertible Notes may convert all or any part of the outstanding principal amount of the 2013 Convertible Notes at any time prior to maturity into shares of the Company’s C ommon S tock, par value $0.01 per share at a conversion price of $30.00 per share, subject to customary anti-dilution adjustments. (3) The junior subordinated notes listed represent debt the Company owes to the two trusts noted above. The total par amount owed by the Company to the trusts is $49,614 . However, the Company owns the common stock of the trusts in a total par amount of $1,489 . The Company pays interest (and at maturity, principal) to the trusts on the entire $49,614 junior notes outstanding. However, the Company receives back from the trusts the pro rata share of interest and principal on the common stock we hold of $1,489 . These trusts are VIEs and the Company does not consolidate them even though the Company holds the common stock. The Company carries the common stock on its balance sheet at a value of $0 . (4) Represents the interest rate in effect as of the last day of the reporting period. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule Of Unrestricted Common Stock And Restricted Common Stock Activity | ROLLFORWARD OF SHARES OUTSTANDING OF COHEN & COMPANY INC. Common Stock Restricted Stock Total December 31, 2014 1,485,878 15,845 1,501,723 Issuance of shares - 21,212 21,212 Issuance as equity-based compensation - 15,347 15,347 Vesting of shares 17,634 (17,634) - Shares withheld for employee taxes - - - Forfeiture / cancellation of restricted stock - (3,226) (3,226) Repurchase and retirement of common stock (200,000) - (200,000) December 31, 2015 (1) 1,303,512 31,544 1,335,056 Issuance of shares - 43,210 43,210 Issuance as equity-based compensation - 24,691 24,691 Vesting of shares 25,483 (25,483) - Shares withheld for employee taxes (2,570) - (2,570) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (191,468) (191,468) December 31, 2016 (1) 1,134,957 73,962 1,208,919 Issuance of shares - 29,167 29,167 Issuance as equity-based compensation - 39,591 39,591 Vesting of shares 65,782 (65,782) - Shares withheld for employee taxes (7,699) - (7,699) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (56,950) (6) (56,956) December 31, 2017 (1) 1,136,090 76,932 1,213,022 (1) Excludes remaining restricted units of Cohen & Company Inc. Common Stock. See note 19. |
Operating LLC Membership Units | ROLLFORWARD OF UNITS OUTSTANDING OF THE OPERATING LLC Units Held by Cohen & Company Inc. Units Held by Daniel G. Cohen Units Held by Others Total December 31, 2014 15,017,219 4,983,557 340,533 20,341,309 Issuance of Units under UIS, net 212,121 - - 212,121 Vesting of Units - - - - Redemption of Operating LLC Units for Cohen & Company Shares - - - Repurchase and retirement of Common Stock (2,000,000) - - (2,000,000) December 31, 2015 13,229,340 4,983,557 340,533 18,553,430 Issuance of Units under UIS, net 467,002 - - 467,002 Vesting of Units - - - - Redemption of Operating LLC Units for Cohen & Company Shares - - - - Repurchase and retirement of Common Stock (1,914,680) - - (1,914,680) December 31, 2016 11,781,662 4,983,557 340,533 17,105,752 Issuance of Units under UIS, net 398,741 - - 398,741 Vesting of Units - - - - Redemption of Operating LLC Units for Cohen & Company Shares - - - - Repurchase and retirement of Common Stock (569,549) - - (569,549) December 31, 2017 11,610,854 4,983,557 340,533 16,934,944 |
Schedule Of Effects Of Changes In Ownership Interest Subsidiary | For the Year Ended December 31, 2017 2016 2015 Net income / (loss) attributable to Cohen & Company Inc. $ 2,064 $ 2,267 $ (4,079) Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company Inc.'s paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net (81) (626) 90 Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest $ 1,983 $ 1,641 $ (3,989) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity-Based Compensation Included In Compensation And Benefits | EQUITY-BASED COMPENSATION INCLUDED IN COMPENSATION AND BENEFITS (Dollars in Thousands) For the Year ended December 31, 2017 2016 2015 Equity based compensation expense $ 732 $ 1,165 $ 1,189 Non-equity based compensation expense 21,795 29,967 26,839 Total compensation and benefits $ 22,527 $ 31,132 $ 28,028 |
Period Costs by Plan Name or Instrument | DETAIL OF EQUITY BASED COMPENSATION BY PLAN For the Year ended December 31, 2017 2016 2015 Restricted Stock or Units - 2006/2010 Plans 732 541 440 Options - 2010 Plan - 624 749 Total equity based compensation expense $ 732 $ 1,165 $ 1,189 |
Stock Options, Activity | STOCK OPTIONS - SERVICE BASED VESTING Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Balance at January 1, 2016 319,286 $ 40.00 $ 7.00 2.9 Granted - - - Exercised - - - Forfeited - - - Balance at December 31, 2016 319,286 40.00 7.00 1.9 Granted - - - Exercised - - - Forfeited - - - Balance at December 31, 2017 319,286 $ 40.00 $ 7.00 0.9 Exercisable at December 31, 2017 319,286 $ 40.00 |
Service Based Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock and Restricted Stock Units Activity | RESTRICTED STOCK AND RESTRICTED UNITS - SERVICE BASED VESTING Number of Shares of Restricted Stock Weighted Average Grant Date Fair Value Unvested at January 1, 2015 15,845 $ 24.30 Granted 33,333 16.50 Vested (17,634) 16.50 Unvested at December 31, 2015 31,544 16.50 Granted 67,901 8.10 Vested (25,483) 16.50 Unvested at December 31, 2016 73,962 8.10 Granted 68,752 13.20 Vested (65,782) 9.20 Unvested at December 31, 2017 76,932 $ $12.38 |
Performance and Service Based Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock and Restricted Stock Units Activity | RESTRICTED STOCK AND RESTRICTED UNITS - PERFORMANCE AND SERVICE BASED VESTING Number of Shares of Restricted Stock Weighted Average Grant Date Fair Value Number of Restricted Units (1) Weighted Average Grant Date Fair Value Unvested at January 1, 2015 - $ - 50,000 $ - Granted 3,226 17.50 - - Vested - - - Forfeited (3,226) 17.50 - - Unvested at December 31, 2015 - - 50,000 - Granted - - - Vested - - - - Forfeited - - - Unvested at December 31, 2016 - - 50,000 - Granted - - - - Vested - - - - Forfeited - - - - Unvested at December 31, 2017 - $ - 50,000 $ - (1) During the first quarter of 2012, the Company issued 50,000 restricted units of Common Stock to a non-employee. FASB ASC 505-50 requires that an equity instrument issued to a non-employee should be measured by using the stock price and other measurement assumptions as of the earlier of the date at which either (i) a commitment for performance by the counterparty has been reached or (2) the counterparty’s performance is complete. The Company is not currently accruing expense related to this share issuance. See Contingent Issuance of Shares below. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Components of Income Tax Expense (Benefit) | INCOME TAX EXPENSE (Dollars in Thousands) For the Year Ended December 31, 2017 2016 2015 Current income tax expense (benefit) Federal income tax expense (benefit) $ 51 $ 40 $ 61 Foreign income tax expense (benefit) 17 52 108 State and local income tax expense (benefit) - - - 68 92 169 Deferred income tax expense (benefit) Federal income tax expense (benefit) (1,499) 215 (143) Foreign income tax expense (benefit) - - - State and local income tax expense (benefit) 220 115 59 (1,279) 330 (84) Total $ (1,211) $ 422 $ 85 |
Schedule of Income before Income Tax, Domestic and Foreign | INCOME (LOSS) BEFORE INCOME TAXES (Dollars in Thousands) For the Year Ended December 31, 2017 2016 2015 Domestic $ 974 $ 4,550 $ (2,392) Foreign 250 (699) (3,191) Total Income (loss) before income taxes $ 1,224 $ 3,851 $ (5,583) |
Effective Income Tax Rate Reconciliation | INCOME TAX RATE RECONCILIATION (Dollars in Thousands) For the Year Ended December 31, 2017 2016 2015 Federal statutory rate - 35% $ 428 $ 1,348 $ (1,954) Pass thru impact (131) (411) 519 Impact of statutory rate change on deferred items 38,867 - - Impact of statutory rate change on valuation allowance (40,139) - - Deferred tax valuation allowance (315) (682) 1,353 State and local tax 62 115 59 Foreign tax 17 52 108 Total $ (1,211) $ 422 $ 85 |
Schedule of Deferred Tax Assets and Liabilities | DEFERRED TAX ASSET AND LIABILITY (Dollars in Thousands) As of December 31, 2017 As of December 31, 2016 Asset Liability Net Asset Liability Net Federal net operating loss carry-forward $ 19,670 $ - $ 19,670 $ 33,345 $ - $ 33,345 State net operating loss carry-forward 3,744 - 3,744 3,773 - 3,773 Federal capital loss carry-forward 42,264 - 42,264 61,065 - 61,065 Unrealized gain on debt - (7,615) (7,615) - (10,917) (10,917) Investment in Operating LLC 26,726 - 26,726 42,239 - 42,239 Other 2,571 - 2,571 2,739 - 2,739 Gross deferred tax asset / (liability) 94,975 (7,615) 87,360 143,161 (10,917) 132,244 Less: valuation allowance (90,215) - (90,215) (136,378) - (136,378) Net deferred tax asset / (liability) $ 4,760 $ (7,615) $ (2,855) $ 6,783 $ (10,917) $ (4,134) |
Accumulated Other Comprehensi55
Accumulated Other Comprehensive Income / (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) Disclosure [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) AND INCOME TAX EFFECT OF ITEMS ALLOCATED TO OTHER COMPREHENSIVE INCOME / (LOSS) (Dollars in thousands) OCI Items Tax Effect Total December 31, 2014 $ (772) $ - $ (772) Change in foreign currency items (161) - (161) Other comprehensive income / (loss), net (161) - (161) Acquisition / (surrender) of additional units in consolidated subsidiary, net (6) - (6) December 31, 2015 (939) - (939) Change in foreign currency items (190) - (190) Other comprehensive income / (loss), net (190) - (190) Acquisition / (surrender) of additional units in consolidated subsidiary, net 55 - 55 December 31, 2016 (1,074) - (1,074) Change in foreign currency items 219 - 219 Other comprehensive income / (loss), net 219 - 219 Acquisition / (surrender) of additional units in consolidated subsidiary, net 5 - 5 December 31, 2017 $ (850) $ - $ (850) |
Net Capital Requirements (Table
Net Capital Requirements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net Capital Requirements [Abstract] | |
Schedule Of Net Capital Requirements | Statutory Net Capital Requirements (Dollars in thousands) As of December 31, 2017 Actual Net Capital or Liquid Capital Amount Required Excess JVB $ 69,838 $ 250 $ 69,588 CCFL 2,045 1,171 874 Total $ 71,883 $ 1,421 $ 70,462 As of December 31, 2016 Actual Net Capital or Liquid Capital Amount Required Excess JVB $ 39,490 $ 250 $ 39,240 CCFL 2,582 1,090 1,492 Total $ 42,072 $ 1,340 $ 40,732 |
Earnings _ (Loss) Per Common 57
Earnings / (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings / (Loss) Per Common Share [Abstract] | |
Schedule of Earnings / (Loss) Per Common Share | EARNINGS / (LOSS) PER COMMON SHARE (Dollars in thousands, except share or per share information) Year Ended December 31, 2017 2016 2015 Net income / (loss) attributable to Cohen & Company Inc. $ 2,064 $ 2,267 $ (4,079) Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1) 371 1,162 (1,589) Add back : interest expense on 2017 Convertible Note 1,154 - - Add / (deduct): Adjustment (2) 550 (167) 107 Net income / (loss) on a fully converted basis $ 4,139 $ 3,262 $ (5,561) Weighted average common shares outstanding - Basic 1,206,906 1,219,189 1,479,083 Unrestricted Operating LLC membership units (1) 532,409 532,409 532,409 Dilutive impact of restricted equity instruments 13,858 11,404 - Dilutive impact of 2017 Convertible Note 839,081 - - Weighted average common shares outstanding - Diluted (3) 2,592,254 1,763,002 2,011,492 Net income / (loss) per common share - Basic $ 1.71 $ 1.86 $ (2.76) Net income / (loss) per common share - Diluted $ 1.60 $ 1.85 $ (2.76) (1) The Operating LLC membership units not held by Cohen & Company Inc. (that is, those held by the non-controlling interest) may be redeemed and exchanged into shares of the Company on a ten -for-one basis. The Operating LLC membership units not held by Cohen & Company Inc. are redeemable at the member’s option, at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Company’s Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the member’s redemption notice, or (ii) at the Company’s option, one tenth of a share of the Company’s Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Company’s Common Stock as a dividend or other distribution on the Company’s outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Company’s Common Stock. These units are not included in the computation of basic earnings per share. These units enter into the computation of diluted net income / (loss) per common share when the effect is not anti-dilutive using the if-converted method. (2) An adjustment is in cluded for the following reason : if the Operating LLC membership units had been converted at the beginning of the period, the Company would have incurred a higher income tax expense or realized a higher income tax benefit, as applicable. For the years ended December 31, 2017, 2016, and 2015, weighted average common shares outstanding excludes 274,917 shares from the assumed conversion of the 2013 Convertible Notes because the inclusion of such shares would be anti-dilutive. In addition, for the year ended December 31, 2015, weighted average common shares excludes 1,263 of restricted shares because the inclusion of such shares would be antidilutive. |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | FUTURE LEASE COMMITMENTS (Dollars in thousands) Lease Less: Sublease Net Commitment 2018 $ 1,197 $ (318) $ 879 2019 941 (292) 649 2020 740 (299) 441 2021 146 (75) 71 2022 - - - 2023 and Thereafter - - - $ 3,024 $ (984) $ 2,040 |
Segment and Geographic Inform59
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment and Geographic Information [Abstract] | |
Schedule Of Segment Reporting Information | SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2017 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 26,909 $ - $ - $ 26,909 $ - $ 26,909 Asset management - 7,897 - 7,897 - 7,897 New issue and advisory 6,340 - - 6,340 - 6,340 Principal transactions and other income 5 5,619 772 6,396 - 6,396 Total revenues 33,254 13,516 772 47,542 - 47,542 Total operating expenses 27,324 4,929 383 32,636 7,504 40,140 Operating income / (loss) 5,930 8,587 389 14,906 (7,504) 7,402 Other non-operating income / (expense) - - - - (6,178) (6,178) Income / (loss) before income taxes 5,930 8,587 389 14,906 (13,682) 1,224 Income tax expense / (benefit) - - - - (1,211) (1,211) Net income / (loss) 5,930 8,587 389 14,906 (12,471) 2,435 Less: Net income / (loss) attributable to the non-controlling interest - - - - 371 371 Net income / (loss) attributable to Cohen & Company Inc. $ 5,930 $ 8,587 $ 389 $ 14,906 $ (12,842) $ 2,064 Other statement of operations data Depreciation and amortization (included in total operating expense) $ 67 $ 4 $ - $ 71 $ 178 $ 249 SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2016 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 39,105 $ - $ - $ 39,105 $ - $ 39,105 Asset management - 8,594 - 8,594 - 8,594 New issue and advisory 2,982 - - 2,982 - 2,982 Principal transactions and other income 121 2,925 1,621 4,667 - 4,667 Total revenues 42,208 11,519 1,621 55,348 - 55,348 Total operating expenses 34,481 3,386 480 38,347 8,415 46,762 Operating income / (loss) 7,727 8,133 1,141 17,001 (8,415) 8,586 Other non-operating income / (expense) - - - - (4,735) (4,735) Income / (loss) before income taxes 7,727 8,133 1,141 17,001 (13,150) 3,851 Income tax expense / (benefit) - - - - 422 422 Net income / (loss) 7,727 8,133 1,141 17,001 (13,572) 3,429 Less: Net income / (loss) attributable to the non-controlling interest - - - - 1,162 1,162 Net income / (loss) attributable to Cohen & Company Inc. $ 7,727 $ 8,133 $ 1,141 $ 17,001 $ (14,734) $ 2,267 Other statement of operations data Depreciation and amortization (included in total operating expense) $ 110 $ 2 $ - $ 112 $ 179 $ 291 SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2015 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 31,026 $ - $ - $ 31,026 $ - $ 31,026 Asset management - 9,682 - 9,682 - 9,682 New issue and advisory 5,370 - - 5,370 - 5,370 Principal transactions and other income (1,759) 3,568 (1,731) 78 - 78 Total revenues 34,637 13,250 (1,731) 46,156 - 46,156 Total operating expenses 32,276 4,523 503 37,302 10,515 47,817 Operating income / (loss) 2,361 8,727 (2,234) 8,854 (10,515) (1,661) Other non-operating income / (expense) (29) - - (29) (3,893) (3,922) Income / (loss) before income taxes 2,332 8,727 (2,234) 8,825 (14,408) (5,583) Income tax expense / (benefit) - - - - 85 85 Net income / (loss) 2,332 8,727 (2,234) 8,825 (14,493) (5,668) Less: Net income / (loss) attributable to the non-controlling interest - - - - (1,589) (1,589) Net income / (loss) attributable to Cohen & Company Inc. $ 2,332 $ 8,727 $ (2,234) $ 8,825 $ (12,904) $ (4,079) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 468 $ 33 $ - $ 501 $ 232 $ 733 (1) Unallocated includes certain expenses incurred by indirect overhead and support departments (such as the executive, finance, legal, information technology, human resources, risk, compliance and other similar overhead and support departments). Some of the items not allocated include: (1) operating expenses (such as cash compensation and benefits, equity-based compensation expense, professional fees, travel and entertainment, consulting fees, and rent) related to support departments excluding certain departments that directly support the Capital Markets business segment; (2) interest expense on debt; and (3) income taxes. Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the chief operating decision maker. |
Reconciliation Of Assets From Segment To Consolidated | Balance Sheet Data As of December 31, 2017 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 2,014,061 $ 3,155 $ 12,867 $ 2,030,083 $ 6,175 $ 2,036,258 Included within total assets: Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 Balance Sheet Data As of December 31, 2016 (Dollars in thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 542,364 $ 4,973 $ 8,441 $ 555,778 $ 5,493 $ 561,271 Included within total assets: Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 (1) Unallocated assets primarily include (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded in business segment reporting to the chief operating decision maker. (2) Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table from above. |
Revenue By Geographic Area | GEOGRAPHIC DATA (Dollars in thousands) Year Ended December 31, 2017 2016 2015 Total Revenues: United States $ 38,863 $ 48,997 $ 39,524 United Kingdom & Other 8,679 6,351 6,632 Total $ 47,542 $ 55,348 $ 46,156 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule Of Related Party Transactions | RELATED PARTY TRANSACTIONS For the Year Ended December 31, 2017 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense incurred TBBK $ 47 $ - $ - $ - EBC - - - 236 Edward E. Cohen IRA - - - 431 DGC Fintech Family Trust - - - 1,172 CBF - - - 71 JKD Investor - - - 831 Fintech Acquisition Corp II - 3 - - Mead Park Advisors - - 50 - $ 47 $ 3 $ 50 $ 2,741 RELATED PARTY TRANSACTIONS For the Year Ended December 31, 2016 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense incurred TBBK $ 2 $ - $ - $ - EBC - - - 232 Edward E. Cohen IRA - - - 424 JKD Investor - - - 761 Mead Park Advisors - - 200 - $ 2 $ - $ 200 $ 1,417 RELATED PARTY TRANSACTIONS For the Year Ended December 31, 2015 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense incurred EBC $ - $ - $ - $ 228 Edward E. Cohen IRA - - - 210 Mead Park Capital - - - 340 Mead Park Advisors - - 200 - REXI 3 - - - Woodlea - - 39 $ 3 $ - $ 239 $ 778 |
Due from _ Due to Related Par61
Due from / Due to Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Due From / Due To Related Parties [Abstract] | |
Schedule of Due From / Due To Related Parties | DUE FROM/DUE TO RELATED PARTIES (Dollars in thousands) As of December 31, 2017 2016 Employees & other $ 545 $ 57 Due from Related Parties $ 545 $ 57 Mead Park $ - $ 50 Total Due to Related Parties $ - $ 50 |
Organization and Nature of Op62
Organization and Nature of Operations (Narrative) (Details) $ / shares in Units, $ in Millions | Sep. 01, 2017$ / shares | Dec. 31, 2017USD ($)segment$ / shares | Dec. 31, 2016$ / shares |
Securities [Line Items] | |||
Reverse stock split | 10 | ||
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 | |
Common Stock, pre split par value | $ / shares | $ 0.001 | ||
Assets under management | $ | $ 3,490 | ||
Number of Operating Segments | segment | 3 | ||
CDOs [Member] | |||
Securities [Line Items] | |||
Assets under management | $ | $ 3,120 | ||
Assets under management which are collateralized debt obligations percentage | 89.30% |
Basis Of Presentation (Narrativ
Basis Of Presentation (Narrative) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Accounts Payable And Other Liabilities To Redeemable Financial Instruments [Member] | |
Reclassification adjustment | $ 6,000 |
Summary of Significant Accoun64
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Other assets | $ (1,672) | $ (4,301) | |
Total asset management revenue | 7,897 | 8,594 | $ 9,682 |
Estimated debt in fair value | $ 53,657 | $ 37,121 | |
COHN, LLC [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 68.60% | 68.90% | |
CDOs [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Total asset management revenue | $ 5,848 | ||
Other Investment Funds [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Total asset management revenue | $ 2,049 | ||
Maximum [Member] | CDOs [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Incentive management fee, payout period | 7 years | ||
Minimum [Member] | CDOs [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Incentive management fee, payout period | 5 years | ||
Restatement Adjustment [Member] | Accounting Standards Update 2015-03 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Other assets | 410 | ||
Debt | $ 410 | ||
Furniture and Equipment [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Furniture and Equipment [Member] | Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Leasehold Improvements [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Leasehold Improvements [Member] | Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun65
Summary of Significant Accounting Policies (Furniture, Equipment, and Leasehold Improvements, Net) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum [Member] | Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Summary of Significant Accoun66
Summary of Significant Accounting Policies (Redeemable and Non-Redeemable Non-Controlling Interest) (Details) | Dec. 31, 2017 | Dec. 31, 2016 |
COHN, LLC [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 68.60% | 68.90% |
Net Trading (Schedule Of Net Tr
Net Trading (Schedule Of Net Trading) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net Trading [Abstract] | |||
Net realized gains / (losses)- trading inventory | $ 21,277 | $ 37,186 | $ 26,826 |
Net unrealized gains / (losses)-trading inventory | 598 | (2,851) | 296 |
Gains and losses | 21,875 | 34,335 | 27,122 |
Interest income-trading inventory | 2,071 | 2,626 | 3,034 |
Interest income-receivables under resale agreements | 13,874 | 6,897 | 3,036 |
Interest income | 15,945 | 9,523 | 6,070 |
Interest expense-securities sold under agreement to repurchase | (10,234) | (4,128) | (1,618) |
Interest expense-margin payable | (677) | (625) | (548) |
Interest expense | (10,911) | (4,753) | (2,166) |
Net Trading | $ 26,909 | $ 39,105 | $ 31,026 |
Sales (Narrative) (Details)
Sales (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from issuance of convertible debt | $ 15,000 | |||
European Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 8,700 | |||
Daniel G. Cohen [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Transaction costs | $ 600 | |||
Daniel G. Cohen [Member] | Employment Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Severance Costs | $ 3,000 | |||
Daniel G. Cohen [Member] | Second Extension [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Severance Costs | $ 1,000 | |||
COHN, LLC [Member] | Convertible 8.00%, Related Party Notes [Member] | Daniel G. Cohen [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Principal amount of debt outstanding | $ 15,000 | |||
Proceeds from issuance of convertible debt | $ 15,000 |
Receivables From And Payables69
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies [Abstract] | |||
Interest On Margin Payable | $ 677 | $ 625 | $ 548 |
Receivables From And Payables70
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies (Schedule Of Due To (From) Broker-Dealers And Clearing Organizations) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables from Brokers-Dealers and Clearing Agencies [Abstract] | ||
Deposits with clearing organizations | $ 750 | $ 750 |
Unsettled regular way trades, net | 3,337 | |
Receivables from clearing organizations | 102,846 | 77,091 |
Receivables from brokers, dealers, and clearing agencies | 103,596 | 81,178 |
Payables to Broker-Dealers and Clearing Agencies [Abstract] | ||
Unsettled regular way trades, net | 1,997 | |
Margin payable | 128,561 | 85,761 |
Payables to brokers, dealers, and clearing agencies | $ 130,558 | $ 85,761 |
Other Receivables (Schedule Of
Other Receivables (Schedule Of Other Receivables) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Receivables [Abstract] | ||
Asset management fees | $ 908 | $ 2,121 |
New issue and advisory fees | 289 | |
Accrued interest and dividends receivable | 1,416 | 1,523 |
Revenue share receivable | 488 | 1,190 |
Other | 701 | 102 |
Other receivables | $ 3,513 | $ 5,225 |
Financial Instruments (Schedule
Financial Instruments (Schedule Of Trading Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | $ 202,257 | $ 157,178 |
U.S. government agency MBS and CMOs [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 87,608 | 9,539 |
U.S. government agency debt securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 13,529 | 30,681 |
RMBS [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 32 | 70 |
U.S. Treasury securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 2,466 | |
ABS [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 1 | 1 |
SBA loans [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 4,780 | 18,416 |
Corporate bonds and redeemable preferred stock [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 43,435 | 45,271 |
Foreign government bonds [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 483 | 339 |
Municipal bonds [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 45,709 | 43,759 |
Certificates of deposit [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 240 | |
Derivatives [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 1,118 | 8,763 |
Equity securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | $ 3,096 | $ 99 |
Financial Instruments (Schedu73
Financial Instruments (Schedule Of Trading Securities Sold, Not Yet Purchased) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | $ 91,887 | $ 85,183 |
U.S. Treasury securities [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 62,798 | 56,329 |
Corporate bonds and redeemable preferred stock [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 28,445 | 18,552 |
Municipal bonds [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 37 | 20 |
Derivatives [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | $ 607 | $ 10,282 |
Financial Instruments (Schedu74
Financial Instruments (Schedule Of Other Investments) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Investments [Line Items] | ||
Other investments | $ 16,576 | $ 12,560 |
Other investments, Carrying Value | 12,867 | 8,303 |
Other investments, Unrealized Gain / (Loss) | (3,709) | (4,257) |
EuroDekania [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments | 4,827 | 4,969 |
Other investments, Carrying Value | 1,143 | 1,165 |
Other investments, Unrealized Gain / (Loss) | (3,684) | (3,804) |
Equity securities [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments | 7,126 | |
Other investments, Carrying Value | 7,132 | |
Other investments, Unrealized Gain / (Loss) | 6 | |
CLOs [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments | 4,362 | 7,312 |
Other investments, Carrying Value | 4,485 | 6,733 |
Other investments, Unrealized Gain / (Loss) | 123 | (579) |
CDOs [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments | 189 | 191 |
Other investments, Carrying Value | 26 | 28 |
Other investments, Unrealized Gain / (Loss) | (163) | (163) |
Derivatives [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Carrying Value | (251) | |
Other investments, Unrealized Gain / (Loss) | (251) | |
Residential Loans [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments | 72 | 88 |
Other investments, Carrying Value | 358 | 360 |
Other investments, Unrealized Gain / (Loss) | 286 | 272 |
Foreign currency forward contracts [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Carrying Value | (26) | 17 |
Other investments, Unrealized Gain / (Loss) | $ (26) | $ 17 |
Fair Value Disclosures (Narrati
Fair Value Disclosures (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | ||
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | ||
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | $ 0 | ||
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | ||
Fair value, option, changes in fair value, gains (losses) | (312) | 436 | $ (3,832) |
Alternative Investments [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of assets transfers out of level 3 |
Fair Value Disclosures (Schedul
Fair Value Disclosures (Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | $ 202,257 | $ 157,178 | |
Other investments, measured using hierarchy | 11,724 | 7,138 | |
Other investments, Carrying Value | 12,867 | 8,303 | |
Trading securities sold, not yet purchased | 91,887 | 85,183 | |
Quoted Prices In Active Markets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 2,555 | 99 | |
Other investments, measured using hierarchy | 7,106 | 17 | |
Trading securities sold, not yet purchased | 62,798 | 56,329 | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 197,636 | 157,079 | |
Other investments, measured using hierarchy | 107 | 360 | |
Trading securities sold, not yet purchased | 29,089 | 28,854 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 2,066 | ||
Other investments, measured using hierarchy | 4,511 | 6,761 | |
U.S. government agency MBS and CMOs [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 87,608 | 9,539 | |
U.S. government agency MBS and CMOs [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 87,608 | 9,539 | |
U.S. government agency debt securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 13,529 | 30,681 | |
U.S. government agency debt securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 13,529 | 30,681 | |
RMBS [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 32 | 70 | |
RMBS [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 32 | 70 | |
U.S. Treasury securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 2,466 | ||
Trading securities sold, not yet purchased | 62,798 | 56,329 | |
U.S. Treasury securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 2,466 | ||
Trading securities sold, not yet purchased | 62,798 | 56,329 | |
ABS [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 1 | 1 | |
ABS [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 1 | 1 | |
SBA loans [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 4,780 | 18,416 | |
SBA loans [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 4,780 | 18,416 | |
Corporate bonds and redeemable preferred stock [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 43,435 | 45,271 | |
Trading securities sold, not yet purchased | 28,445 | 18,552 | |
Corporate bonds and redeemable preferred stock [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 43,435 | 45,271 | |
Trading securities sold, not yet purchased | 28,445 | 18,552 | |
Foreign government bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 483 | 339 | |
Foreign government bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 483 | 339 | |
Municipal bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 45,709 | 43,759 | |
Trading securities sold, not yet purchased | 37 | 20 | |
Municipal bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 45,709 | 43,759 | |
Trading securities sold, not yet purchased | 37 | 20 | |
Certificates of deposit [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 240 | ||
Certificates of deposit [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 240 | ||
Derivatives [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 1,118 | 8,763 | |
Other investments, Carrying Value | (251) | ||
Trading securities sold, not yet purchased | 607 | 10,282 | |
Derivatives [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 1,118 | 8,763 | |
Trading securities sold, not yet purchased | 607 | 10,282 | |
Equity securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 3,096 | 99 | |
Other investments, Carrying Value | 7,132 | ||
Equity securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 89 | 99 | |
Other investments, Carrying Value | 7,132 | ||
Equity securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 941 | ||
Equity securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 2,066 | ||
CLOs [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | 4,485 | 6,733 | |
CLOs [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | 4,485 | 6,733 | |
CDOs [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | 26 | 28 | |
CDOs [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | 26 | 28 | |
Derivatives [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | (251) | ||
Derivatives [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | (251) | ||
Residential Loans [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | 358 | 360 | |
Residential Loans [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | 358 | 360 | |
Foreign currency forward contracts [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | (26) | 17 | |
Foreign currency forward contracts [Member] | Quoted Prices In Active Markets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | (26) | 17 | |
EuroDekania [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, at fair value | [1] | 1,143 | 1,165 |
Other investments, Carrying Value | $ 1,143 | $ 1,165 | |
[1] | Hybrid Securities fund - European. |
Fair Value Disclosures (Sched77
Fair Value Disclosures (Schedule Of Assets And Liabilities Measured With Level 3 Inputs) (Details) - Alternative Investments [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Level 3 inputs, Beginning balance | $ 6,761 | $ 11,603 | |
Transfers out of Level 3 | |||
Accretion of income | 1,123 | 1,213 | |
Purchases | |||
Sales and returns of capital | (3,308) | (7,464) | |
Level 3 inputs, Ending balance | 4,511 | 6,761 | |
Change in unrealized gains /(losses) | [1] | 776 | 1,559 |
Trading Revenue [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Transactions included in income | |||
Principal Investing [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Transactions included in income | [2] | (65) | 1,409 |
CLOs [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Level 3 inputs, Beginning balance | 6,733 | 11,569 | |
Transfers out of Level 3 | |||
Accretion of income | 1,123 | 1,213 | |
Purchases | |||
Sales and returns of capital | (3,306) | (7,462) | |
Level 3 inputs, Ending balance | 4,485 | 6,733 | |
Change in unrealized gains /(losses) | [1] | 776 | 1,563 |
CLOs [Member] | Trading Revenue [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Transactions included in income | |||
CLOs [Member] | Principal Investing [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Transactions included in income | [2] | (65) | 1,413 |
CDOs [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Level 3 inputs, Beginning balance | 28 | 34 | |
Transfers out of Level 3 | |||
Accretion of income | |||
Purchases | |||
Sales and returns of capital | (2) | (2) | |
Level 3 inputs, Ending balance | 26 | 28 | |
Change in unrealized gains /(losses) | [1] | (4) | |
CDOs [Member] | Trading Revenue [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Transactions included in income | |||
CDOs [Member] | Principal Investing [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Transactions included in income | [2] | (4) | |
Equity securities [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Level 3 inputs, Beginning balance | |||
Transfers out of Level 3 | |||
Accretion of income | |||
Purchases | 3,157 | ||
Sales and returns of capital | |||
Level 3 inputs, Ending balance | 2,066 | ||
Change in unrealized gains /(losses) | [1] | (1,091) | |
Equity securities [Member] | Trading Revenue [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Transactions included in income | |||
Equity securities [Member] | Principal Investing [Member] | |||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Transactions included in income | [2] | $ (1,091) | |
[1] | Represents the change in unrealized gains and losses for the period included in current year earnings for assets held at the end of the reporting period. | ||
[2] | Gains and losses on investments-trading are recorded as a component of net trading in the statements of operations. Gains and losses on other investments, at fair value are recorded as a component of principal transactions and other income in the consolidated statements of operations. |
Fair Value Disclosures (Quantit
Fair Value Disclosures (Quantitative Information About Level 3 Fair Value Measurements) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity securities [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
EBITDA Multiple | 7.6 | |
Equity securities [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
EBITDA Multiple | 9.2 | |
Significant Unobservable Inputs (Level 3) [Member] | CLOs [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | $ 4,485 | $ 6,733 |
Significant Unobservable Inputs (Level 3) [Member] | CLOs [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Yield | 11.80% | 11.80% |
Duration | 4 years 3 months 18 days | 5 years 3 months 18 days |
Significant Unobservable Inputs (Level 3) [Member] | CLOs [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Yield | 19.10% | 25.00% |
Duration | 4 years 6 months | 6 years 7 months 6 days |
Significant Unobservable Inputs (Level 3) [Member] | CLOs [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Yield | 13.80% | 16.10% |
Duration | 4 years 4 months 24 days | 5 years 9 months 18 days |
Default rate | 2.00% | 2.00% |
Significant Unobservable Inputs (Level 3) [Member] | Equity securities [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | $ 2,066 | |
Significant Unobservable Inputs (Level 3) [Member] | Equity securities [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
EBITDA Multiple | 8 |
Fair Value Disclosures (Fair Va
Fair Value Disclosures (Fair Value, Investments, Entities That Calculate Net Asset Value Per Share) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Investment Vehicles [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Other investments, at fair value | $ 1,143 | $ 1,165 | |
EuroDekania [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Other investments, at fair value | [1] | 1,143 | 1,165 |
EuroDekania [Member] | Other Investment Vehicles [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Other investments, at fair value | [2] | $ 1,143 | $ 1,165 |
[1] | Hybrid Securities fund - European. | ||
[2] | EuroDekania owns investments in hybrid capital securities that have attributes of debt and equity, primarily in the form of subordinated debt issued by insurance companies, banks, and bank holding companies based primarily in Western Europe; widely syndicated leveraged loans issued by European corporations; CMBS, including subordinated interests in first mortgage real estate loans; and RMBS and ABS backed by consumer and commercial receivables. The majority of the assets are denominated in Euros and U.K. Pounds Sterling. The fair value of the investment in this category has been estimated using the NAV per share of the investment in accordance with the "practical expedient" provisions of FASB ASC 820. |
Derivative Financial Instrume80
Derivative Financial Instruments (Narrative) (Details) $ in Thousands | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) |
Derivative [Line Items] | ||||
Forward purchase commitment | $ 1,029,844 | $ 1,045,384 | ||
Forward sale commitment | 1,029,844 | 1,045,384 | ||
Foreign currency forward contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | € | € 1,000,000 | € 1,625,000 | ||
EuroDollar futures contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 0 | 0 | ||
Other Extended Settlement Trades [Member] | ||||
Derivative [Line Items] | ||||
Forward purchase commitment | $ 28,146 | 0 | ||
Forward sale commitment | $ 0 |
Derivative Financial Instrume81
Derivative Financial Instruments (Balance Sheet Information) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | $ 234 | $ (1,502) |
Investments-trading [Member] | TBAs [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | 1,063 | 8,763 |
Investments-trading [Member] | Other Extended Settlement Trades [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | 55 | |
Other Investment At Fair Value [Member] | Foreign currency forward contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | (26) | 17 |
Other Investment At Fair Value [Member] | Other Extended Settlement Trades [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | (251) | |
Trading securities sold, not yet purchased [Member] | TBAs [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | $ (607) | $ (10,282) |
Derivative Financial Instrume82
Derivative Financial Instruments (Statement Of Operations Information) (Details) - Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | $ 6,523 | $ 8,031 | $ 5,675 |
Revenues - principal transactions and other income [Member] | Foreign currency forward contracts [Member] | |||
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | (145) | 38 | 374 |
Revenues - principal transactions and other income [Member] | Other Extended Settlement Trades [Member] | |||
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | (251) | ||
Revenues - net trading [Member] | Other Extended Settlement Trades [Member] | |||
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | 10 | 3 | |
Revenues - net trading [Member] | TBAs [Member] | |||
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | $ 6,909 | $ 7,993 | $ 5,298 |
Collateralized Securities Tra83
Collateralized Securities Transactions (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||
Securities reverse repurchase agreements | $ 1,680,883 | $ 281,821 | |
Fair value of securities received as collateral under reverse repurchase agreements | 1,753,978 | 294,516 | |
Securities sold under agreement to repurchase | 1,692,279 | 295,445 | |
Fair value of securities pledged as collateral under repurchase agreements | 1,708,154 | 309,526 | |
Revenues | 47,542 | 55,348 | $ 46,156 |
Product Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | 3,789 | 2,918 | 1,418 |
Cohen & Company Inc. [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 4,939 | $ 6,610 | $ (180) |
Collateralized Securities Tra84
Collateralized Securities Transactions (Schedule Of Repurchase Agreements Accounted For As Secured Borrowings) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Securities sold under agreement to repurchase | $ 1,692,279 | $ 295,445 |
Receivables under resale agreements | 1,680,883 | 281,821 |
Repurchase Agreements [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 2,066,599 | 295,445 |
Reverse repurchase agreements with FICC netted with repurchase agreements with FICC | (374,320) | |
Securities sold under agreement to repurchase | 1,692,279 | |
Repurchase Agreements [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 1,179,484 | 13,775 |
Repurchase Agreements [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 887,115 | 281,670 |
Repurchase Agreements [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Repurchase Agreements [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 1,650,067 | |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 1,174,637 | |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 475,430 | |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 411,685 | 281,670 |
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 411,685 | 281,670 |
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Repurchase Agreements [Member] | SBA loans [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 4,847 | 13,775 |
Repurchase Agreements [Member] | SBA loans [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 4,847 | 13,775 |
Repurchase Agreements [Member] | SBA loans [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Repurchase Agreements [Member] | SBA loans [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Reverse Repurchase Agreements [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 2,055,203 | 281,821 |
Reverse repurchase agreements with FICC netted with repurchase agreements with FICC | (374,320) | |
Receivables under resale agreements | 1,680,883 | |
Reverse Repurchase Agreements [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 25,004 | |
Reverse Repurchase Agreements [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 926,391 | 281,821 |
Reverse Repurchase Agreements [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 750,018 | |
Reverse Repurchase Agreements [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 353,790 | |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 1,643,592 | |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 25,004 | |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 514,780 | |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 750,018 | |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 353,790 | |
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 411,611 | 281,821 |
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 411,611 | $ 281,821 |
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Reverse Repurchase Agreements [Member] | SBA loans [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Reverse Repurchase Agreements [Member] | SBA loans [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | ||
Reverse Repurchase Agreements [Member] | SBA loans [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements |
Goodwill (Narrative) (Details)
Goodwill (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AFN [Member] | |||
Goodwill [Line Items] | |||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 |
JVB Holdings [Member] | |||
Goodwill [Line Items] | |||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 |
Goodwill (Schedule Of Goodwill)
Goodwill (Schedule Of Goodwill) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||
Goodwill | [1] | $ 7,992 | $ 7,992 |
AFN [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 110 | 110 | |
JVB Holdings [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 7,882 | $ 7,882 | |
[1] | Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table from above. |
Other Assets And Accounts Pay87
Other Assets And Accounts Payable And Other Liabilities (Schedule Of Other Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of other assets | ||
Deferred costs | $ 600 | |
Prepaid expenses | $ 796 | 976 |
Prepaid income taxes | 0 | 99 |
Security deposits | 272 | 1,799 |
Miscellaneous other assets | 46 | 163 |
Furniture, equipment and leasehold improvements, net | 392 | 498 |
Intangible assets | 166 | 166 |
Other assets | $ 1,672 | $ 4,301 |
Other Assets and Accounts Pay88
Other Assets and Accounts Payable and Other Liabilities (Schedule Of Accounts Payable And Other Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of accounts payable and other liabilities | ||
Accounts payable | $ 249 | $ 326 |
Redeemable financial instrument accrued interest | 398 | 761 |
Rent payable | 75 | 54 |
Accrued interest payable | 629 | 305 |
Accrued interest on securities sold, not yet purchased | 604 | 512 |
Payroll taxes payable | 685 | 576 |
Counterparty cash collateral | 1,219 | |
Other general accrued expenses | 1,349 | 1,084 |
Accounts payable and other liabilities | $ 5,208 | $ 3,618 |
Furniture, Equipment, And Lea89
Furniture, Equipment, And Leasehold Improvements, Net (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Furniture, Equipment, And Leasehold Improvements, Net [Abstract] | |||
Write-off of depreciated assets | $ 724 | ||
Depreciation and amortization | $ 249 | $ 291 | $ 733 |
Furniture, Equipment, And Lea90
Furniture, Equipment, And Leasehold Improvements, Net (Schedule Of Furniture, Equipment, And Leasehold Improvements) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Furniture, Equipment, and Leasehold Improvements, Gross | $ 1,847 | $ 2,398 |
Accumulated depreciation | (1,455) | (1,900) |
Furniture, equipment, and leasehold improvements, net | 392 | 498 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, Equipment, and Leasehold Improvements, Gross | 1,299 | 1,712 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, Equipment, and Leasehold Improvements, Gross | $ 548 | $ 686 |
Minimum [Member] | Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Maximum [Member] | Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Maximum [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years |
Variable Interest Entities (Nar
Variable Interest Entities (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)entity | Dec. 31, 2016USD ($) | |
Variable Interest Entities [Abstract] | ||
VIE liabilities, contingent liabilities, and guarantees | $ | $ 0 | $ 0 |
Number of VIE's that hold junior subordinated notes. | entity | 2 |
Variable Interest Entities (Sch
Variable Interest Entities (Schedule Of Variable Interest Entities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Variable Interest Entity [Line Items] | |||
Maximum Exposure | $ 4,511 | $ 6,761 | |
Alternative Investments [Member] | |||
Variable Interest Entity [Line Items] | |||
Other investments, fair value | $ 4,511 | $ 6,761 | $ 11,603 |
Redeemable Financial Instrume93
Redeemable Financial Instruments (Narrative) (Details) $ in Thousands | Sep. 29, 2017USD ($)contract | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 03, 2016USD ($) |
Related Party Transaction [Line Items] | ||||||
Proceeds from investment | $ 11,000 | $ 6,000 | ||||
Redeemable financial instrument | $ 6,000 | 16,732 | 6,000 | |||
Investment agreement, due to investors | 50 | 50 | ||||
DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of investment agreements entered | contract | 2 | |||||
Redeemable financial instrument | $ 10,000 | 10,000 | ||||
Due to investors, annual return on investment | 3.20% | |||||
Investment agreement, written notice period for termination | 90 days | |||||
Investment agreement, after termination deadline, notice period for additional payment equal to Investment Balance plus an amount equal to any accrued by unpaid investment return | 60 days | |||||
Investment agreement, upon termination, period in which payment to investors must occur | 30 days | |||||
Due to investors, upon termination of investment agreement, return on investment amount | 15.00% | |||||
JKD Capital Partners I, LTD [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from investment | $ 1,000 | 6,000 | ||||
Redeemable financial instrument | $ 6,000 | $ 6,732 | $ 6,000 | |||
Due to investors, annual return on investment | 50.00% | |||||
Redeemable financial instruments, maximum | $ 12,000 | |||||
JVB's [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Potential percent of consideration owed to investor on qualified sale | 25.00% | |||||
Investment Agreement, Before Third Anniversary, Greater Than Zero But Less Than Or Equal To $5,333 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to investors, additional return on investment | 15.00% | |||||
Investment Agreement, Before Third Anniversary, Greater Than $5,333 But Less Than Or Equal To $8,000 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment agreement, due to investors | $ 800 | |||||
Investment Agreement, Before Third Anniversary, Greater Than $8,000 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to investors, annual return on investment | 10.00% | |||||
Investment Agreement, Following Third Anniversary, Revenue Of Business Greater Than Zero, The Greater Of 20% Investment Amount, Or 20% Of Revenue Of Business Or Any Annual Period Which Revenue Of Business Is Zero Or Less Than Zero [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to investors, annual return on investment | 3.20% | |||||
Investment terms, annual period revenue range for additional return on investment | $ 0 | |||||
Investment terms, range on investment amount for annual return on investment | 20.00% | |||||
Investment terms, range on revenue of business for annual return on investment | 20.00% | |||||
Maximum [Member] | Investment Agreement, Before Third Anniversary, Greater Than Zero But Less Than Or Equal To $5,333 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment terms, annual period revenue range for additional return on investment | $ 5,333 | |||||
Maximum [Member] | Investment Agreement, Before Third Anniversary, Greater Than $5,333 But Less Than Or Equal To $8,000 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment terms, annual period revenue range for additional return on investment | 8,000 | |||||
Maximum [Member] | Investment Agreement, Following Third Anniversary, Revenue Of Business Greater Than Zero, The Greater Of 20% Investment Amount, Or 20% Of Revenue Of Business Or Any Annual Period Which Revenue Of Business Is Zero Or Less Than Zero [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment terms, annual period revenue range for additional return on investment | 0 | |||||
Minimum [Member] | Investment Agreement, Before Third Anniversary, Greater Than Zero But Less Than Or Equal To $5,333 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment terms, annual period revenue range for additional return on investment | 0 | |||||
Minimum [Member] | Investment Agreement, Before Third Anniversary, Greater Than $5,333 But Less Than Or Equal To $8,000 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment terms, annual period revenue range for additional return on investment | 5,333 | |||||
Minimum [Member] | Investment Agreement, Before Third Anniversary, Greater Than $8,000 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment terms, annual period revenue range for additional return on investment | 8,000 | |||||
Minimum [Member] | Investment Agreement, Following Third Anniversary, Revenue Of Business Greater Than Zero, The Greater Of 20% Investment Amount, Or 20% Of Revenue Of Business Or Any Annual Period Which Revenue Of Business Is Zero Or Less Than Zero [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment terms, annual period revenue range for additional return on investment | $ 0 |
Redeemable Financial Instrume94
Redeemable Financial Instruments (Schedule Of Redeemable Financial Instruments) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 29, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||
Outstanding balance | $ 16,732 | $ 6,000 | |
Accrued Interest | 398 | 761 | |
Interest expense incurred | 920 | 761 | |
JKD Capital Partners I, LTD [Member] | |||
Related Party Transaction [Line Items] | |||
Outstanding balance | 6,732 | 6,000 | |
Accrued Interest | 367 | 761 | |
Interest expense incurred | 831 | $ 761 | |
DGC Family Fintech Trust/CBF [Member] | |||
Related Party Transaction [Line Items] | |||
Outstanding balance | 10,000 | $ 10,000 | |
Accrued Interest | 31 | ||
Interest expense incurred | $ 89 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 12 Months Ended | ||||
Dec. 31, 2017USD ($)security$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2009USD ($) | ||
Junior subordinated debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Fair value of common securities | $ 0 | ||||
Alesco Capital Trust I [Member] | Junior subordinated debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 870,000 | ||||
Stated interest rate | [1],[2] | 5.38% | |||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | ||||
Shares of common securities of variable interest entity trusts issued | shares | 870 | ||||
Sunset Financial Statutory Trust I [Member] | Junior subordinated debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 619,000 | ||||
Fair value of common securities | $ 0 | ||||
Stated interest rate | [1],[2] | 5.84% | |||
Debt Instrument, Basis Spread on Variable Rate | 4.15% | ||||
Shares of common securities of variable interest entity trusts issued | shares | 619 | ||||
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Gross | $ 1,400,000 | ||||
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | Contingent Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt outstanding | 15,000,000 | ||||
Debt Issuance Costs, Gross | $ 600,000 | ||||
Stated interest rate | [1] | 8.00% | |||
Debt instrument, dividend threshold for reduced payment | $ / shares | $ 0.20 | ||||
Interest rate, in event of default | 9.00% | ||||
Conversion price per unit | $ / shares | $ 1.45 | ||||
Debt Instrument, Convertible, Conversion Ratio | 10 | ||||
Debt instrument, noncontrolling interests, convertible price | $ / shares | $ 14.50 | ||||
8.00% Contingent Convertible Senior Notes Due 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Gross | $ 670,000 | ||||
Debt Instrument, Convertible, Number of Equity Instruments | security | 274,917 | ||||
Interest expense, deferred financing cost | $ 332,000 | $ 136,000 | $ 123,000 | ||
8.00% Contingent Convertible Senior Notes Due 2018 [Member] | Contingent Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt outstanding | $ 8,248,000 | $ 8,248,000 | |||
Stated interest rate | [1] | 8.00% | |||
Debt instrument, dividend threshold for reduced payment | $ / shares | $ 0.20 | ||||
Contingent portion of interest payable | 50.00% | ||||
Portion of interest payable added to principal | 50.00% | ||||
Conversion price per unit | $ / shares | $ 30 | ||||
[1] | Represents the interest rate in effect as of the last day of the reporting period. | ||||
[2] | The junior subordinated notes listed represent debt the Company owes to the two trusts noted above. The total par amount owed by the Company to the trusts is $49,614. However, the Company owns the common stock of the trusts in a total par amount of $1,489. The Company pays interest (and at maturity, principal) to the trusts on the entire $49,614 junior notes outstanding. However, the Company receives back from the trusts the pro rata share of interest and principal on the common stock we hold of $1,489. These trusts are VIEs and the Company does not consolidate them even though the Company holds the common stock. The Company carries the common stock on its balance sheet at a value of $0. |
Debt (Debt Outstanding) (Detail
Debt (Debt Outstanding) (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)entity$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2009USD ($) | ||
Debt Instrument [Line Items] | ||||
Long term debt less debt discount | $ 44,177,000 | $ 29,523,000 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||
Contingent Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Less unamortized debt issuance costs | $ (1,343,000) | $ (274,000) | ||
Long term debt less debt discount | 21,905,000 | 7,974,000 | ||
Junior subordinated debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Junior subordinated notes | [1] | 22,272,000 | 21,549,000 | |
Less unamortized debt issuance costs | [1] | (25,853,000) | (26,576,000) | |
Junior subordinated notes | $ 49,614,000 | |||
Number of trusts holding notes | entity | 2 | |||
Ownership value of common stock of trusts | $ 1,489,000 | |||
Fair value of common securities | 0 | |||
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | Contingent Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 15,000,000 | |||
Interest Rate | [2] | 8.00% | ||
Maturity | [3] | Mar. 31, 2022 | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.45 | |||
Debt instrument, noncontrolling interests, convertible price | $ / shares | $ 14.50 | |||
Debt Instrument, Convertible, Conversion Ratio | 10 | |||
8.00% Contingent Convertible Senior Notes Due 2018 [Member] | Contingent Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 8,248,000 | 8,248,000 | ||
Interest Rate | [2] | 8.00% | ||
Maturity | [4] | Sep. 30, 2018 | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 30 | |||
Alesco Capital Trust I [Member] | Junior subordinated debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Current Outstanding Par | $ 870,000 | |||
Junior subordinated notes | [1] | $ 28,125,000 | 28,125,000 | |
Interest Rate | [1],[2] | 5.38% | ||
Maturity | [1] | Jul. 30, 2037 | ||
Junior subordinated notes | $ 28,995,000 | |||
Sunset Financial Statutory Trust I [Member] | Junior subordinated debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Current Outstanding Par | 619,000 | |||
Junior subordinated notes | [1] | $ 20,000,000 | 20,000,000 | |
Interest Rate | [1],[2] | 5.84% | ||
Maturity | [1] | Mar. 30, 2035 | ||
Junior subordinated notes | $ 20,619,000 | |||
Fair value of common securities | $ 0 | |||
Cohen & Company Inc. [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt less debt discount | $ 30,396,000 | $ 29,523,000 | ||
[1] | The junior subordinated notes listed represent debt the Company owes to the two trusts noted above. The total par amount owed by the Company to the trusts is $49,614. However, the Company owns the common stock of the trusts in a total par amount of $1,489. The Company pays interest (and at maturity, principal) to the trusts on the entire $49,614 junior notes outstanding. However, the Company receives back from the trusts the pro rata share of interest and principal on the common stock we hold of $1,489. These trusts are VIEs and the Company does not consolidate them even though the Company holds the common stock. The Company carries the common stock on its balance sheet at a value of $0. | |||
[2] | Represents the interest rate in effect as of the last day of the reporting period. | |||
[3] | The holder of the 2017 Convertible Note may convert all or any part of the outstanding principal amount of the 2017 Convertible Note at any time prior to maturity into units of the Operating LLC at a conversion price of $1.45 per unit, subject to customary anti-dilution adjustments. Units of the Operating LLC not held by Cohen & Company Inc. may, with certain restrictions, be redeemed and exchanged into shares of the Company on a ten-for-one basis. Therefore, the 2017 Convertible Note can be converted into Operating LLC units and then redeemed and exchanged into Common Stock at an effective conversion price of $14.50. | |||
[4] | The holders of the 2013 Convertible Notes may convert all or any part of the outstanding principal amount of the 2013 Convertible Notes at any time prior to maturity into shares of the Company's Common Stock, par value $0.01 per share at a conversion price of $30.00 per share, subject to customary anti-dilution adjustments. |
Equity (Common Stock) (Details)
Equity (Common Stock) (Details) $ / shares in Units, $ in Thousands | Sep. 01, 2017USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Equity [Abstract] | |||
Reverse stock split | 10 | ||
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 | |
Common Stock, pre split par value | $ / shares | $ 0.001 | ||
Fractional shares issued | 0 | ||
Cash payment in lieu of shares | $ | $ 4 | ||
Common Stock, shares outstanding | 1,262,584 | 1,213,022 | 1,208,919 |
Unvested restricted stock issued | 81,098 |
Equity (Preferred Stock) (Detai
Equity (Preferred Stock) (Details) | 12 Months Ended | |
Dec. 31, 2017$ / sharesitemshares | Dec. 31, 2016$ / sharesshares | |
Mr. Cohen [Member] | ||
Permanent Equity [Line Items] | ||
Ratio of shares to vote | 10 | |
Voting Power, Percentage | 29.12% | |
Series C Junior Participating Preferred Stock | ||
Permanent Equity [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Voting Rights per Share | item | 10,000 | |
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 100,000 | |
Series E Preferred Stock [Member] | ||
Permanent Equity [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 4,983,557 | 4,983,557 |
Preferred Stock, Shares Issued | 4,983,557 | 4,983,557 |
Preferred Stock, Shares Outstanding | 4,983,557 | 4,983,557 |
Ratio of shares to vote | 10 |
Equity (Stockholders Rights Pla
Equity (Stockholders Rights Plan) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 18, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Aggregate redemption price of warrants | $ 15 | |||
2013 Rights Agreement [Member] | ||||
Repurchase of Warrants, price per share | $ 0.001 | |||
2016 Rights Agreement [Member] | ||||
Class of Warrant or Right, Exercise Trigger, Percentage of Common Stock Owned by Individual or Affiliates | 5.00% | |||
Rights exercisable | 100,000 | 0 | ||
Series C Junior Participating Preferred Stock | ||||
Preferred Stock, par value | $ 0.001 | $ 0.001 | ||
Series C Junior Participating Preferred Stock | 2013 Rights Agreement [Member] | ||||
Rights agreement, purchase price per unit | $ 100 | |||
Number of shares issuable per right | 0.0001 | |||
Class of Warrant or Right, Exercise Trigger, Percentage of Common Stock Owned by Individual or Affiliates | 4.95% | |||
Series C Junior Participating Preferred Stock | 2016 Rights Agreement [Member] | ||||
Rights agreement, purchase price per unit | $ 100 | |||
Number of shares issuable per right | 0.0001 | |||
Class of Warrant or Right, Exercise Trigger, Percentage of Common Stock Owned by Individual or Affiliates | 4.95% |
Equity (Retirement of Treasury
Equity (Retirement of Treasury Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 21, 2016 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
10b5-1 Plan [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Purchase of common stock, shares | 65,000 | 2,774 | 15,270 | 22,068 | ||
Shares repurchased, price per share | $ 12.50 | $ 12 | ||||
Treasury Stock, Value, Acquired, Par Value Method | $ 813 | $ 33 | $ 149 | $ 208 | ||
Repurchase amount authorized | $ 2,000 | $ 2,000 | $ 1,000 | |||
Member Of Board Of Directors [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Purchase of common stock, shares | 27,345 | |||||
Shares repurchased, price per share | $ 10 | |||||
Treasury Stock, Value, Acquired, Par Value Method | $ 273 | |||||
Private Repurchase Transaction [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Purchase of common stock, shares | 11,177 | |||||
Shares repurchased, price per share | $ 10 | |||||
Treasury Stock, Value, Acquired, Par Value Method | $ 112 | |||||
Investment Manager Repurchase [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Purchase of common stock, shares | 104,400 | |||||
Shares repurchased, price per share | $ 12.50 | |||||
Treasury Stock, Value, Acquired, Par Value Method | $ 1,305 | |||||
Mead Park Purchase Agreement [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Purchase of common stock, shares | 200,000 |
Equity (Dividends and Distribut
Equity (Dividends and Distributions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Cash distributions to non-controlling interest | $ 425 | $ 425 | $ 427 |
Total Stockholders' Equity [Member] | |||
Class of Stock [Line Items] | |||
Dividends | $ 985 | $ 954 | $ 1,193 |
Equity (Schedule Of Unrestricte
Equity (Schedule Of Unrestricted Common Stock Activity) (Details) - shares | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Class of Stock [Line Items] | ||||||
Shares, Beginning | 1,208,919 | [1] | 1,335,056 | [1] | 1,501,723 | |
Issuance of shares | 29,167 | 43,210 | 21,212 | |||
Issuance as equity-based compensation | 39,591 | 24,691 | 15,347 | |||
Vesting of shares | ||||||
Shares withheld for employee taxes | (7,699) | (2,570) | ||||
Forfeiture / cancellation of restricted stock | (3,226) | |||||
Repurchase and retirement of common stock | (56,956) | (191,468) | (200,000) | |||
Shares, Ending | [1] | 1,213,022 | 1,208,919 | 1,335,056 | ||
Restricted Stock [Member] | Cohen & Company Inc. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares, Beginning | 73,962 | [1] | 31,544 | [1] | 15,845 | |
Issuance of shares | 29,167 | 43,210 | 21,212 | |||
Issuance as equity-based compensation | 39,591 | 24,691 | 15,347 | |||
Vesting of shares | (65,782) | (25,483) | (17,634) | |||
Shares withheld for employee taxes | ||||||
Forfeiture / cancellation of restricted stock | (3,226) | |||||
Repurchase and retirement of common stock | (6) | |||||
Shares, Ending | [1] | 76,932 | 73,962 | 31,544 | ||
Common Stock [Member] | Cohen & Company Inc. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares, Beginning | 1,134,957 | [1] | 1,303,512 | [1] | 1,485,878 | |
Issuance of shares | ||||||
Issuance as equity-based compensation | ||||||
Vesting of shares | 65,782 | 25,483 | 17,634 | |||
Shares withheld for employee taxes | (7,699) | (2,570) | ||||
Forfeiture / cancellation of restricted stock | ||||||
Repurchase and retirement of common stock | (56,950) | (191,468) | (200,000) | |||
Shares, Ending | [1] | 1,136,090 | 1,134,957 | 1,303,512 | ||
[1] | Excludes remaining restricted units of Cohen & Company Inc. Common Stock. See note 19. |
Equity (Future Conversion _ Red
Equity (Future Conversion / Redemption of Operating LLC Units) (Details) | 12 Months Ended | ||||
Dec. 31, 2017shares | Dec. 31, 2016shares | Dec. 31, 2015shares | Dec. 31, 2013shares | Dec. 31, 2014shares | |
Permanent Equity [Line Items] | |||||
Repurchase and retirement of common stock | 56,956 | 191,468 | 200,000 | ||
Number Of Trading Days For Redemption Notice | 10 days | ||||
Number Of Common Stock To Membership Units Ratio | 1 | ||||
COHN, LLC [Member] | |||||
Permanent Equity [Line Items] | |||||
Common Unit, Outstanding | 16,934,944 | 17,105,752 | 18,553,430 | 20,341,309 | |
Membership Units Received Net Of Surrenders | 2,749,167 | ||||
Repurchase and retirement of common stock | 569,549 | 1,914,680 | 2,000,000 | ||
Daniel G. Cohen and Other Unit Holders [Member] | COHN, LLC [Member] | |||||
Permanent Equity [Line Items] | |||||
Common Unit, Outstanding | 5,324,090 | 5,324,090 | |||
Daniel G. Cohen [Member] | COHN, LLC [Member] | |||||
Permanent Equity [Line Items] | |||||
Common Unit, Outstanding | 4,983,557 | 4,983,557 | 4,983,557 | 4,983,557 | |
Repurchase and retirement of common stock | |||||
Cohen & Company Inc. [Member] | COHN, LLC [Member] | |||||
Permanent Equity [Line Items] | |||||
Common Unit, Outstanding | 11,610,854 | 11,781,662 | 13,229,340 | 15,017,219 | |
Repurchase and retirement of common stock | 569,549 | 1,914,680 | 2,000,000 |
Equity (Operating LLC Membershi
Equity (Operating LLC Membership Units) (Details) | 12 Months Ended | |||
Dec. 31, 2017shares | Dec. 31, 2016shares | Dec. 31, 2015shares | Dec. 31, 2013shares | |
Permanent Equity [Line Items] | ||||
Repurchase and retirement of common stock | (56,956) | (191,468) | (200,000) | |
Number Of Common Stock To Membership Units Ratio | 1 | |||
COHN, LLC [Member] | ||||
Permanent Equity [Line Items] | ||||
Balance, Shares | 17,105,752 | 18,553,430 | 20,341,309 | |
Membership Units Received Net Of Surrenders | 2,749,167 | |||
Repurchase and retirement of common stock | (569,549) | (1,914,680) | (2,000,000) | |
Vesting of Units | ||||
Redemption of Operating LLC Units for Cohen & Company Shares | ||||
Balance, Shares | 16,934,944 | 17,105,752 | 18,553,430 | |
COHN, LLC [Member] | Cohen & Company Inc. [Member] | ||||
Permanent Equity [Line Items] | ||||
Balance, Shares | 11,781,662 | 13,229,340 | 15,017,219 | |
Repurchase and retirement of common stock | (569,549) | (1,914,680) | (2,000,000) | |
Vesting of Units | ||||
Redemption of Operating LLC Units for Cohen & Company Shares | ||||
Balance, Shares | 11,610,854 | 11,781,662 | 13,229,340 | |
COHN, LLC [Member] | Daniel G. Cohen [Member] | ||||
Permanent Equity [Line Items] | ||||
Balance, Shares | 4,983,557 | 4,983,557 | 4,983,557 | |
Repurchase and retirement of common stock | ||||
Vesting of Units | ||||
Redemption of Operating LLC Units for Cohen & Company Shares | ||||
Balance, Shares | 4,983,557 | 4,983,557 | 4,983,557 | |
COHN, LLC [Member] | Other Unit Holders [Member] | ||||
Permanent Equity [Line Items] | ||||
Balance, Shares | 340,533 | 340,533 | 340,533 | |
Repurchase and retirement of common stock | ||||
Vesting of Units | ||||
Redemption of Operating LLC Units for Cohen & Company Shares | ||||
Balance, Shares | 340,533 | 340,533 | 340,533 | |
COHN, LLC [Member] | Unit Issuance And Surrender Agreement [Member] | ||||
Permanent Equity [Line Items] | ||||
Membership Units Received Net Of Surrenders | 398,741 | 467,002 | 212,121 | |
COHN, LLC [Member] | Unit Issuance And Surrender Agreement [Member] | Cohen & Company Inc. [Member] | ||||
Permanent Equity [Line Items] | ||||
Membership Units Received Net Of Surrenders | 398,741 | 467,002 | 212,121 | |
COHN, LLC [Member] | Unit Issuance And Surrender Agreement [Member] | Daniel G. Cohen [Member] | ||||
Permanent Equity [Line Items] | ||||
Membership Units Received Net Of Surrenders | ||||
COHN, LLC [Member] | Unit Issuance And Surrender Agreement [Member] | Other Unit Holders [Member] | ||||
Permanent Equity [Line Items] | ||||
Membership Units Received Net Of Surrenders |
Equity (Schedule Of Effects Of
Equity (Schedule Of Effects Of Changes In Ownership Interest Subsidiary) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | |||
Net income (loss) attributable to Cohen & Company Inc. | $ 2,064 | $ 2,267 | $ (4,079) |
Increase / (decrease) in Cohen & Company Inc.'s paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net | (81) | (626) | 90 |
Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest | $ 1,983 | $ 1,641 | $ (3,989) |
Equity-Based Compensation (Narr
Equity-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 292 | |||
Unrecognized compensation expense, period for recognition | 1 year | |||
2006 / 2010 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized | 2,000,000 | |||
Fair Value of awards which vested during the period | $ 816 | $ 289 | $ 288 | |
2006 / 2010 Plan [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant | 153,957 | |||
Infastructure Finance Business [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issuable to managing partner | 50,000 | |||
Cumulative revenue | $ 1,681 | |||
Revenue share arrangement, percentage | 8.00% | |||
Infastructure Finance Business [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cumulative revenue | $ 20,000 | |||
Revenue per year | $ 2,000 | |||
Share-based Compensation Award, Tranche One [Member] | Infastructure Finance Business [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.30% | |||
Cumulative revenue measurement | $ 6,000 | |||
Share-based Compensation Award, Tranche Two [Member] | Infastructure Finance Business [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.30% | |||
Cumulative revenue measurement | $ 12,000 | |||
Share-based Compensation Award, Tranche Three [Member] | Infastructure Finance Business [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.30% | |||
Cumulative revenue measurement | $ 18,000 |
Equity-Based Compensation (Equi
Equity-Based Compensation (Equity-Based Compensation Included In Compensation And Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity Based Compensation [Abstract] | |||
Equity-based compensation expense | $ 732 | $ 1,165 | $ 1,189 |
Non equity-based compensation expense | 21,795 | 29,967 | 26,839 |
Total compensation and benefits | $ 22,527 | $ 31,132 | $ 28,028 |
Equity-Based Compensation (Peri
Equity-Based Compensation (Period Costs by Plan Name or Instrument) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 732 | $ 1,165 | $ 1,189 |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | 624 | 749 | |
2006 / 2010 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 732 | $ 541 | $ 440 |
Equity-Based Compensation (Rest
Equity-Based Compensation (Restricted Stock and Restricted Stock Units Activity) (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | ||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 50,000 | ||||
Service Based Vesting [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested, beginning balance | 73,962 | 31,544 | 15,845 | ||
Granted | 68,752 | 67,901 | 33,333 | ||
Vested | (65,782) | (25,483) | (17,634) | ||
Unvested, ending balance | 76,932 | 73,962 | 31,544 | ||
Unvested, Weighted average grant date fair value, beginning balance | $ 8.10 | $ 16.50 | $ 24.30 | ||
Granted, Weighted average grant date fair value | 13.20 | 8.10 | 16.50 | ||
Vested, Weighted average grant date fair value | 9.20 | 16.50 | 16.50 | ||
Unvested, Weighted average grant date fair value, ending balance | $ 12.38 | $ 8.10 | $ 16.50 | ||
Performance and Service Based Vesting [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested, beginning balance | |||||
Granted | 3,226 | ||||
Vested | |||||
Forfeited | (3,226) | ||||
Unvested, ending balance | |||||
Unvested, Weighted average grant date fair value, beginning balance | |||||
Granted, Weighted average grant date fair value | 17.50 | ||||
Vested, Weighted average grant date fair value | |||||
Forfeited, Weighted average grant date fair value | 17.50 | ||||
Unvested, Weighted average grant date fair value, ending balance | |||||
Performance and Service Based Vesting [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested, beginning balance | [1] | 50,000 | 50,000 | 50,000 | |
Granted | [1] | ||||
Vested | [1] | ||||
Forfeited | [1] | ||||
Unvested, ending balance | [1] | 50,000 | 50,000 | 50,000 | |
Unvested, Weighted average grant date fair value, beginning balance | |||||
Granted, Weighted average grant date fair value | |||||
Vested, Weighted average grant date fair value | |||||
Forfeited, Weighted average grant date fair value | |||||
Unvested, Weighted average grant date fair value, ending balance | |||||
[1] | During the first quarter of 2012, the Company issued 50,000 restricted units of Common Stock to a non-employee. FASB ASC 505-50 requires that an equity instrument issued to a non-employee should be measured by using the stock price and other measurement assumptions as of the earlier of the date at which either (i) a commitment for performance by the counterparty has been reached or (2) the counterparty's performance is complete. The Company is not currently accruing expense related to this share issuance. See Contingent Issuance of Shares below. |
Equity-Based Compensation (Stoc
Equity-Based Compensation (Stock Options, Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options | |||
Beginning Balance | 319,286 | 319,286 | |
Granted | |||
Exercised | |||
Forfeited | |||
Ending Balance | 319,286 | 319,286 | 319,286 |
Weighted Average Exercise Price | |||
Beginning Balance | $ 40 | $ 40 | |
Granted | |||
Exercised | |||
Forfeited | |||
Ending Balance | $ 40 | $ 40 | $ 40 |
Additional Disclosures | |||
Options Non-vested, Weighted Average Remaining Contractual Term | 10 months 24 days | 1 year 10 months 24 days | 2 years 10 months 24 days |
Weighted average grant date fair value for options granted | $ 7 | $ 7 | $ 7 |
Options Exercisable, Number of Options | 319,286 | ||
Options Exercisable, Weighted Average Exercise Price | $ 40 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Income Tax [Line Items] | ||||||
Operating loss carryforwards | $ 93,666,000 | $ 93,666,000 | ||||
Prepaid income taxes | 0 | 0 | $ 99,000 | |||
Unrecognized Tax Benefits | 0 | $ 0 | $ 0 | $ 0 | ||
Federal statutory rate | 35.00% | 35.00% | 35.00% | |||
Benefit from change in tax rate | 1,300,000 | |||||
Income tax examination, estimate of possible loss | $ 4,683,000 | |||||
Scenario, Plan [Member] | ||||||
Income Tax [Line Items] | ||||||
Federal statutory rate | 21.00% | |||||
Capital Loss Carryforward [Member] | ||||||
Income Tax [Line Items] | ||||||
Tax credit carryforward | $ 142,536,000 | $ 142,536,000 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Current Federal income tax expense (benefit) | $ 51 | $ 40 | $ 61 |
Current Foreign income tax expense (benefit) | 17 | 52 | 108 |
Current State and local income tax expense (benefit) | |||
Current income tax expense (benefit) | 68 | 92 | 169 |
Deferred Federal income tax expense (benefit) | (1,499) | 215 | (143) |
Deferred Foreign income tax expense (benefit) | |||
Deferred State and local income tax expense (benefit) | 220 | 115 | 59 |
Deferred income tax expense (benefit) | (1,279) | 330 | (84) |
Income tax expense (benefit) | $ (1,211) | $ 422 | $ 85 |
Income Taxes (Schedule of Incom
Income Taxes (Schedule of Income Before Income Tax, Domestic and Foreign) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Domestic | $ 974 | $ 4,550 | $ (2,392) |
Foreign | 250 | (699) | (3,191) |
Income (loss) before income tax expense (benefit) | $ 1,224 | $ 3,851 | $ (5,583) |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Federal statutory rate - 35% | $ 428 | $ 1,348 | $ (1,954) |
Pass thru impact | (131) | (411) | 519 |
Impact of statutory rate change on deferred items | 38,867 | ||
Impact of statutory rate change on valuation | (40,139) | ||
Deferred tax valuation allowance | (315) | (682) | 1,353 |
State and local tax | 62 | 115 | 59 |
Foreign tax | 17 | 52 | 108 |
Income tax expense (benefit) | $ (1,211) | $ 422 | $ 85 |
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Abstract] | ||
Federal net operating loss carry-forward | $ 19,670 | $ 33,345 |
State net operating loss carry-forward | 3,744 | 3,773 |
Federal capital loss carry-forward | 42,264 | 61,065 |
Investment in Operating LLC | 26,726 | 42,239 |
Other | 2,571 | 2,739 |
Gross deferred tax asset | 94,975 | 143,161 |
Less: valuation allowance | (90,215) | (136,378) |
Net deferred tax asset | 4,760 | 6,783 |
Unrealized gain on debt | (7,615) | (10,917) |
Gross deferred tax (liability) | (7,615) | (10,917) |
Net deferred tax asset / (liability) | (2,855) | (4,134) |
Gross deferred tax asset / (liability) | $ 87,360 | $ 132,244 |
Accumulated Other Comprehens116
Accumulated Other Comprehensive Income / (Loss) (Schedule of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ (1,074) | $ (939) | $ (772) |
Change in foreign currency items | 219 | (190) | (161) |
Other comprehensive income / (loss), net | 219 | (190) | (161) |
Acquisition / (surrender) of additional units in consolidated subsidiary, net | 5 | 55 | (6) |
Ending Balance | (850) | (1,074) | (939) |
OCI Items [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (1,074) | (939) | (772) |
Change in foreign currency items | 219 | (190) | (161) |
Other comprehensive income / (loss), net | 219 | (190) | (161) |
Acquisition / (surrender) of additional units in consolidated subsidiary, net | 5 | 55 | (6) |
Ending Balance | $ (850) | $ (1,074) | $ (939) |
Net Capital Requirements (Sched
Net Capital Requirements (Schedule Of Net Capital Requirements) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Net Capital Requirements [Line Items] | ||
Actual Net Capital or Liquid Capital | $ 71,883 | $ 42,072 |
Amount Required | 1,421 | 1,340 |
Excess | 70,462 | 40,732 |
JVB's [Member] | ||
Net Capital Requirements [Line Items] | ||
Actual Net Capital or Liquid Capital | 69,838 | 39,490 |
Amount Required | 250 | 250 |
Excess | 69,588 | 39,240 |
Cohen and Company Financial Limited [Member] | ||
Net Capital Requirements [Line Items] | ||
Actual Net Capital or Liquid Capital | 2,045 | 2,582 |
Amount Required | 1,171 | 1,090 |
Excess | $ 874 | $ 1,492 |
Earnings _ (Loss) Per Common118
Earnings / (Loss) Per Common Share (Schedule of Earnings / (Loss) Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Earnings Per Share [Line Items] | ||||
Net income / (loss) attributable to Cohen & Company | $ 2,064 | $ 2,267 | $ (4,079) | |
Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership units exchangeable into Cohen & Company shares | [1] | 371 | 1,162 | (1,589) |
Add back: interest expense on 2017 Notes | 1,154 | |||
Add / (deduct): Adjustment | [2] | 550 | (167) | 107 |
Net income / (loss) on a fully converted basis | $ 4,139 | $ 3,262 | $ (5,561) | |
Weighted average common shares outstanding - Basic | 1,206,906 | 1,219,189 | 1,479,083 | |
Unrestricted Operating LLC membership units exchangeable into IFMI shares | [1] | 532,409 | 532,409 | 532,409 |
Dilutive impact of restricted equity instruments | 13,858 | 11,404 | ||
Dilutive impact of 2017 Notes | 839,081 | |||
Weighted average common shares outstanding - Diluted | [3] | 2,592,254 | 1,763,002 | 2,011,492 |
Net income / (loss) per common share - Basic | $ 1.71 | $ 1.86 | $ (2.76) | |
Net income / (loss) per common share - Diluted | $ 1.60 | $ 1.85 | $ (2.76) | |
Number of shares issuable upon conversion of each unit | 10 | |||
Number of trading days used to determine average share price | 10 days | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,263 | |||
Convertible Debt Securities [Member] | 8.00% Contingent Convertible Senior Notes Due 2018 [Member] | ||||
Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 274,917 | 274,917 | 274,917 | |
[1] | The Operating LLC membership units not held by Cohen & Company Inc. (that is, those held by the non-controlling interest) may be redeemed and exchanged into shares of the Company on a ten-for-one basis. The Operating LLC membership units not held by Cohen & Company Inc. are redeemable at the member’s option, at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Company’s Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the member’s redemption notice, or (ii) at the Company’s option, one tenth of a share of the Company’s Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Company’s Common Stock as a dividend or other distribution on the Company’s outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Company’s Common Stock. These units are not included in the computation of basic earnings per share. These units enter into the computation of diluted net income / (loss) per common share when the effect is not anti-dilutive using the if-converted method. | |||
[2] | An adjustment is included for the following reason: if the Operating LLC membership units had been converted at the beginning of the period, the Company would have incurred a higher income tax expense or realized a higher income tax benefit, as applicable. | |||
[3] | For the years ended December 31, 2017, 2016, and 2015, weighted average common shares outstanding excludes 274,917 shares from the assumed conversion of the 2013 Convertible Notes because the inclusion of such shares would be anti-dilutive. In addition, for the year ended December 31, 2015, weighted average common shares excludes 1,263 of restricted shares because the inclusion of such shares would be antidilutive. |
Commitments And Contingencie119
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 |
Commitments And Contingencies [Line Items] | |||||
Total minimum lease payments | $ 3,024 | ||||
Rent expense | 1,182 | $ 1,157 | $ 1,305 | ||
Sublease income | $ 250 | $ 309 | $ 731 | ||
Income Tax Examination, Estimate of Possible Loss | $ 4,683 | ||||
Subsequent Event [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Lease term | 10 years | ||||
Rent expense | $ 1,403 |
Commitments And Contingencie120
Commitments And Contingencies (Schedule of Future Minimum Rental Payments for Operating Leases) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies [Abstract] | |
Lease, 2018 | $ 1,197 |
Lease, 2019 | 941 |
Lease, 2020 | 740 |
Lease, 2021 | 146 |
Lease, 2023 and Thereafter | |
Lease, Total | 3,024 |
Sublease, 2018 | (318) |
Sublease, 2019 | (292) |
Sublease, 2020 | (299) |
Sublease, 2021 | (75) |
Sublease, 2023 and Thereafter | |
Sublease, Total | (984) |
Net Commitment, 2018 | 879 |
Net Commitment, 2019 | 649 |
Net Commitment, 2020 | 441 |
Net Commitment, 2021 | 71 |
Net Commitment, 2023 and Thereafter | |
Net Commitment, Total | $ 2,040 |
Segment and Geographic Infor121
Segment and Geographic Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Segment and Geographic Information [Abstract] | |
Number of Operating Segments | 3 |
Segment and Geographic Infor122
Segment and Geographic Information (Schedule Of Segment Reporting Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | ||||
Net trading | $ 26,909 | $ 39,105 | $ 31,026 | |
Asset management | 7,897 | 8,594 | 9,682 | |
New issue and advisory | 6,340 | 2,982 | 5,370 | |
Principal transactions and other income | 6,396 | 4,667 | 78 | |
Total revenue | 47,542 | 55,348 | 46,156 | |
Total operating expenses | 40,140 | 46,762 | 47,817 | |
Operating income (loss) | 7,402 | 8,586 | (1,661) | |
Interest expense, net | (6,178) | (4,735) | (3,922) | |
Other non operating income (expense) | (6,178) | (4,735) | (3,922) | |
Income (loss) before income tax expense (benefit) | 1,224 | 3,851 | (5,583) | |
Income tax expense (benefit) | (1,211) | 422 | 85 | |
Net income (loss) | 2,435 | 3,429 | (5,668) | |
Less: Net income (loss) attributable to the non-controlling interest | 371 | 1,162 | (1,589) | |
Net income (loss) attributable to Cohen & Company Inc. | 2,064 | 2,267 | (4,079) | |
Depreciation and amortization (included in total operating expense) | 249 | 291 | 733 | |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net trading | 26,909 | 39,105 | 31,026 | |
Asset management | 7,897 | 8,594 | 9,682 | |
New issue and advisory | 6,340 | 2,982 | 5,370 | |
Principal transactions and other income | 6,396 | 4,667 | 78 | |
Total revenue | 47,542 | 55,348 | 46,156 | |
Total operating expenses | 32,636 | 38,347 | 37,302 | |
Operating income (loss) | 14,906 | 17,001 | 8,854 | |
Other non operating income (expense) | (29) | |||
Income (loss) before income tax expense (benefit) | 14,906 | 17,001 | 8,825 | |
Net income (loss) | 14,906 | 17,001 | 8,825 | |
Net income (loss) attributable to Cohen & Company Inc. | 14,906 | 17,001 | 8,825 | |
Depreciation and amortization (included in total operating expense) | 71 | 112 | 501 | |
Unallocated [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating expenses | [1] | 7,504 | 8,415 | 10,515 |
Operating income (loss) | [1] | (7,504) | (8,415) | (10,515) |
Other non operating income (expense) | [1] | (6,178) | (4,735) | (3,893) |
Income (loss) before income tax expense (benefit) | [1] | (13,682) | (13,150) | (14,408) |
Income tax expense (benefit) | [1] | (1,211) | 422 | 85 |
Net income (loss) | [1] | (12,471) | (13,572) | (14,493) |
Less: Net income (loss) attributable to the non-controlling interest | [1] | 371 | 1,162 | (1,589) |
Net income (loss) attributable to Cohen & Company Inc. | [1] | (12,842) | (14,734) | (12,904) |
Depreciation and amortization (included in total operating expense) | [1] | 178 | 179 | 232 |
Capital Markets [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net trading | 26,909 | 39,105 | 31,026 | |
New issue and advisory | 6,340 | 2,982 | 5,370 | |
Principal transactions and other income | 5 | 121 | (1,759) | |
Total revenue | 33,254 | 42,208 | 34,637 | |
Total operating expenses | 27,324 | 34,481 | 32,276 | |
Operating income (loss) | 5,930 | 7,727 | 2,361 | |
Other non operating income (expense) | (29) | |||
Income (loss) before income tax expense (benefit) | 5,930 | 7,727 | 2,332 | |
Net income (loss) | 5,930 | 7,727 | 2,332 | |
Net income (loss) attributable to Cohen & Company Inc. | 5,930 | 7,727 | 2,332 | |
Depreciation and amortization (included in total operating expense) | 67 | 110 | 468 | |
Asset Management [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Asset management | 7,897 | 8,594 | 9,682 | |
Principal transactions and other income | 5,619 | 2,925 | 3,568 | |
Total revenue | 13,516 | 11,519 | 13,250 | |
Total operating expenses | 4,929 | 3,386 | 4,523 | |
Operating income (loss) | 8,587 | 8,133 | 8,727 | |
Income (loss) before income tax expense (benefit) | 8,587 | 8,133 | 8,727 | |
Net income (loss) | 8,587 | 8,133 | 8,727 | |
Net income (loss) attributable to Cohen & Company Inc. | 8,587 | 8,133 | 8,727 | |
Depreciation and amortization (included in total operating expense) | 4 | 2 | 33 | |
Principal Investing [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Principal transactions and other income | 772 | 1,621 | (1,731) | |
Total revenue | 772 | 1,621 | (1,731) | |
Total operating expenses | 383 | 480 | 503 | |
Operating income (loss) | 389 | 1,141 | (2,234) | |
Income (loss) before income tax expense (benefit) | 389 | 1,141 | (2,234) | |
Net income (loss) | 389 | 1,141 | (2,234) | |
Net income (loss) attributable to Cohen & Company Inc. | $ 389 | $ 1,141 | $ (2,234) | |
[1] | Unallocated includes certain expenses incurred by indirect overhead and support departments (such as the executive, finance, legal, information technology, human resources, risk, compliance and other similar overhead and support departments). Some of the items not allocated include: (1) operating expenses (such as cash compensation and benefits, equity-based compensation expense, professional fees, travel and entertainment, consulting fees, and rent) related to support departments excluding certain departments that directly support the Capital Markets business segment; (2) interest expense on debt; and (3) income taxes. Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the chief operating decision maker. |
Segment and Geographic Infor123
Segment and Geographic Information (Reconciliation Of Assets From Segment To Consolidated) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 2,036,258 | $ 561,271 | |
Goodwill | [1] | 7,992 | 7,992 |
Intangible assets | [1] | 166 | 166 |
Operating Segments [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 2,030,083 | 555,778 | |
Goodwill | [1] | 7,992 | 7,992 |
Intangible assets | [1] | 166 | 166 |
Unallocated [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | [2] | 6,175 | 5,493 |
Capital Markets [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 542,364 | ||
Goodwill | [1] | 7,937 | |
Intangible assets | [1] | 166 | |
Capital Markets [Member] | Operating Segments [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 2,014,061 | ||
Goodwill | [1] | 7,937 | |
Intangible assets | [1] | 166 | |
Asset Management [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 4,973 | ||
Goodwill | [1] | 55 | |
Asset Management [Member] | Operating Segments [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 3,155 | ||
Goodwill | [1] | 55 | |
Principal Investing [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 8,441 | ||
Principal Investing [Member] | Operating Segments [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 12,867 | ||
[1] | Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table from above. | ||
[2] | Unallocated assets primarily include (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded in business segment reporting to the chief operating decision maker. |
Segment and Geographic Infor124
Segment and Geographic Information (Revenue By Geographic Area) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | $ 47,542 | $ 55,348 | $ 46,156 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | 38,863 | 48,997 | 39,524 |
United Kingdom & Other [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | $ 8,679 | $ 6,351 | $ 6,632 |
Supplemental Cash Flow Discl125
Supplemental Cash Flow Disclosure (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Conversion [Line Items] | |||
Interest paid | $ 5,334 | $ 2,858 | $ 3,026 |
Income taxes paid | 47 | 236 | 257 |
Income tax refunds | 83 | 40 | 33 |
Redemption of non-controlling interest, net | |||
Legal and financial advisory fees | 7,345 | 6,319 | 8,504 |
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | |||
Debt Conversion [Line Items] | |||
Debt Issuance Costs, Gross | 1,400 | ||
Common Stock [Member] | |||
Debt Conversion [Line Items] | |||
Redemption of non-controlling interest, net | |||
Additional paid-in capital [Member] | |||
Debt Conversion [Line Items] | |||
Redemption of non-controlling interest, net | (81) | (626) | 90 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Debt Conversion [Line Items] | |||
Redemption of non-controlling interest, net | 5 | 55 | (6) |
Non-controlling Interest [Member] | |||
Debt Conversion [Line Items] | |||
Redemption of non-controlling interest, net | 76 | 571 | (84) |
Retained Earnings/ (Accumulated Deficit) [Member] | |||
Debt Conversion [Line Items] | |||
Redemption of non-controlling interest, net | |||
Contingent Convertible Senior Notes [Member] | 8.00% Contingent Convertible Senior Notes Due 2022 [Member] | |||
Debt Conversion [Line Items] | |||
Principal amount of debt outstanding | 15,000 | ||
Debt Issuance Costs, Gross | 600 | ||
Daniel G. Cohen [Member] | |||
Debt Conversion [Line Items] | |||
Debt Issuance Costs, Gross | $ 600 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2018 | Sep. 29, 2017 | Mar. 21, 2016 | Jan. 31, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||||||||||
Securities sold under agreement to repurchase | $ 1,692,279 | $ 295,445 | $ 1,692,279 | $ 295,445 | ||||||||
Fair value of securities pledged as collateral under repurchase agreements | 1,708,154 | 309,526 | 1,708,154 | 309,526 | ||||||||
Redeemable financial instrument | 16,732 | 6,000 | $ 16,732 | $ 6,000 | ||||||||
Issuance of shares | 29,167 | 43,210 | 21,212 | |||||||||
Cash and cash equivalents | 22,933 | 15,216 | $ 22,933 | $ 15,216 | $ 14,115 | $ 12,253 | ||||||
Rent and utility expense, sublease income offset | 11 | 23 | 22 | |||||||||
Operating Leases, Rent Expense, Net | 1,182 | 1,157 | 1,305 | |||||||||
Proceeds from investment | $ 11,000 | 6,000 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating Leases, Rent Expense, Net | $ 1,403 | |||||||||||
401(k) Savings Plan [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Company matching percent | 50.00% | |||||||||||
Percent of employees gross salary qualifying for matching contributions | 3.00% | |||||||||||
Company plan contributions | $ 196 | 215 | $ 214 | |||||||||
EBC Family Trust [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes payable, related parties | $ 2,400 | |||||||||||
Value of shares issued | 1,600 | |||||||||||
Related Party Transaction, Amounts of Transaction | 4,000 | |||||||||||
TBBK [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Securities sold under agreement to repurchase | 64,370 | 39,221 | 64,370 | 39,221 | ||||||||
Fair value of securities pledged as collateral under repurchase agreements | 66,862 | 41,177 | 66,862 | 41,177 | ||||||||
Cash and cash equivalents | 81 | 43 | 81 | 43 | ||||||||
TBBK [Member] | Net Trading [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest Expense, Related Party | 1,309 | 452 | ||||||||||
Mead Park Capital [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes payable, related parties | 5,848 | |||||||||||
Value of shares issued | $ 3,898 | |||||||||||
Issuance of shares | 194,917 | |||||||||||
Shares sold | 146,188 | |||||||||||
Convertible notes owned after transaction | $ 1,462 | |||||||||||
Interest Expense, Related Party | $ 340 | |||||||||||
Related Party Transaction, Amounts of Transaction | $ 9,746 | |||||||||||
Shares transferred to entity | 48,729 | |||||||||||
Edward E. Cohen IRA [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest Expense, Related Party | 431 | 424 | $ 210 | |||||||||
Daniel G. Cohen [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash from sale of car | 9 | |||||||||||
Gain on sale of car | $ 9 | |||||||||||
Ricciardi Parties [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares transferred to entity | 151,271 | |||||||||||
Ricciardi Parties And Mead Park Capital [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | $ 4,000 | |||||||||||
JKD Capital Partners I, LTD [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Redeemable financial instrument | 6,732 | 6,000 | 6,732 | 6,000 | ||||||||
Interest Expense, Related Party | 831 | $ 761 | ||||||||||
Proceeds from investment | $ 1,000 | $ 6,000 | ||||||||||
DGC Family Fintech Trust/CBF [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Redeemable financial instrument | $ 10,000 | $ 10,000 | 10,000 | |||||||||
Related Party Transaction, Amounts of Transaction | 8,000 | |||||||||||
DGC Family Fintech Trust [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | $ 2,000 | |||||||||||
Zucker and Moore, LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating Leases, Rent Expense, Net | $ 56 | |||||||||||
Contingent Convertible Senior Notes [Member] | Mead Park Capital [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible notes sold | 4,386 | |||||||||||
Contingent Convertible Senior Notes [Member] | Edward E. Cohen IRA [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible notes purchased | $ 4,386 | |||||||||||
10b5-1 Plan [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Purchase of common stock, shares | 65,000 | 2,774 | 15,270 | 22,068 | ||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 813 | $ 33 | $ 149 | $ 208 | ||||||||
Shares repurchased, price per share | $ 12.50 | $ 12 | ||||||||||
Member Of Board Of Directors [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Purchase of common stock, shares | 27,345 | |||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 273 | |||||||||||
Shares repurchased, price per share | $ 10 | |||||||||||
Private Repurchase Transaction [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Purchase of common stock, shares | 11,177 | |||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 112 | |||||||||||
Shares repurchased, price per share | $ 10 | |||||||||||
Investment Manager Repurchase [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Purchase of common stock, shares | 104,400 | |||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 1,305 | |||||||||||
Shares repurchased, price per share | $ 12.50 |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Related Party Transactions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Net trading | $ 26,909 | $ 39,105 | $ 31,026 |
Professional fee and other operating | 7,345 | 6,319 | 8,504 |
TBBK [Member] | |||
Related Party Transaction [Line Items] | |||
Net trading | 47 | 2 | |
E.B.C. [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense incurred | 236 | 232 | 228 |
Edward E. Cohen IRA [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense incurred | 431 | 424 | 210 |
Mead Park Capital [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense incurred | 340 | ||
DGC Family Trust [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense incurred | 1,172 | ||
CBF [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense incurred | 71 | ||
JKD Capital Partners I, LTD [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense incurred | 831 | 761 | |
Fin Tech Acquisition Corp. [Member] | |||
Related Party Transaction [Line Items] | |||
Other revenue | 3 | ||
Mead Park Advisors LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Professional fee and other operating | 50 | 200 | 200 |
Resource America [Member] | |||
Related Party Transaction [Line Items] | |||
Net trading | 3 | ||
Woodlea [Member] | |||
Related Party Transaction [Line Items] | |||
Professional fee and other operating | 39 | ||
Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Net trading | 47 | 2 | 3 |
Other revenue | 3 | ||
Professional fee and other operating | 50 | 200 | 239 |
Interest expense incurred | $ 2,741 | $ 1,417 | $ 778 |
Due from _ Due to Related Pa128
Due from / Due to Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 545 | $ 57 |
Due to Related Parties | 50 | |
Employees [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 545 | 57 |
Mead Park Capital [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties | $ 50 |
Schedule I Condensed Financi129
Schedule I Condensed Financial Information of Registrant (Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 22,933 | $ 15,216 | $ 14,115 | $ 12,253 |
Other assets | 1,672 | 4,301 | ||
Total assets | 2,036,258 | 561,271 | ||
Accrued interest and other liabilities | 5,208 | 3,618 | ||
Deferred income taxes | 7,615 | 10,917 | ||
Debt | 44,177 | 29,523 | ||
Total liabilities | 1,988,102 | 514,509 | ||
Preferred Stock | 5 | 5 | ||
Common Stock | 12 | 12 | ||
Additional paid-in capital | 69,202 | 69,415 | ||
Accumulated deficit | (28,497) | (29,576) | ||
Accumulated other comprehensive loss | (850) | (1,074) | (939) | (772) |
Total stockholders' equity | 39,872 | 38,782 | ||
Total liabilities and equity | 2,036,258 | 561,271 | ||
Cohen & Company Inc. [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 3 | 3 | $ 3 | $ 8 |
Investment in Cohen & Company LLC | 73,452 | 72,717 | ||
Other assets | 24 | |||
Total assets | 73,455 | 72,744 | ||
Accrued interest and other liabilities | 332 | 305 | ||
Deferred income taxes | 2,855 | 4,134 | ||
Debt | 30,396 | 29,523 | ||
Total liabilities | 33,583 | 33,962 | ||
Preferred Stock | 5 | 5 | ||
Common Stock | 12 | 12 | ||
Additional paid-in capital | 69,202 | 69,415 | ||
Accumulated deficit | (28,497) | (29,576) | ||
Accumulated other comprehensive loss | (850) | (1,074) | ||
Total stockholders' equity | 39,872 | 38,782 | ||
Total liabilities and equity | $ 73,455 | $ 72,744 |
Schedule I Condensed Financi130
Schedule I Condensed Financial Information of Registrant (Statement of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Income Statements, Captions [Line Items] | |||
Total revenue | $ 47,542 | $ 55,348 | $ 46,156 |
Operating income (loss) | 7,402 | 8,586 | (1,661) |
Interest expense, net | (6,178) | (4,735) | (3,922) |
Income (loss) before income tax expense (benefit) | 1,224 | 3,851 | (5,583) |
Income tax expense (benefit) | (1,211) | 422 | 85 |
Net income / (loss) | 2,064 | 2,267 | (4,079) |
Cohen & Company Inc. [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Equity in undistributed earnings / (loss) from Cohen & Company LLC | 4,939 | 6,610 | (180) |
Total revenue | 4,939 | 6,610 | (180) |
Operating income (loss) | 4,939 | 6,610 | (180) |
Interest expense, net | (4,104) | (3,973) | (3,922) |
Income (loss) before income tax expense (benefit) | 835 | 2,637 | (4,102) |
Income tax expense (benefit) | (1,229) | 370 | (23) |
Net income / (loss) | $ 2,064 | $ 2,267 | $ (4,079) |
Schedule I Condensed Financi131
Schedule I Condensed Financial Information of Registrant (Statement of Cash Flows) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net income (loss) | $ 2,435 | $ 3,429 | $ (5,668) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Amortization of discount on debt | 1,054 | 988 | 1,006 |
(Increase) decrease in other assets | 1,923 | 391 | 1,732 |
Increase (decrease) in accounts payable and other liabilities | 1,220 | 367 | (1,723) |
Net cash provided by (used in) operating activities | (11,916) | (8,731) | (4,152) |
Financing activities | |||
Cash used to settle equity awards | (100) | (28) | |
Repurchase of stock | (572) | (2,325) | (4,000) |
Dividends paid to stockholders | (985) | (954) | (1,193) |
Net cash provided by (used in) financing activities | 23,118 | 2,268 | (5,620) |
Net increase (decrease) in cash and cash equivalents | 7,717 | 1,101 | 1,862 |
Cash and cash equivalents, beginning of period | 15,216 | 14,115 | 12,253 |
Cash and cash equivalents, end of period | 22,933 | 15,216 | 14,115 |
Cohen & Company Inc. [Member] | |||
Operating activities | |||
Net income (loss) | 2,064 | 2,267 | (4,079) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Equity in undistributed earnings / (loss) from Cohen & Company LLC | (4,939) | (6,610) | 180 |
Distributions from / (Contributions to) Cohen & Company LLC | 4,856 | 6,242 | 8,138 |
Other (income) / expense | |||
Amortization of discount on debt | 873 | 988 | 1,006 |
(Increase) decrease in other assets | 24 | (24) | 145 |
Increase (decrease) in accounts payable and other liabilities | 27 | 106 | (118) |
Increase (decrease) in deferred income taxes | (1,279) | 330 | (84) |
Net cash provided by (used in) operating activities | 1,626 | 3,299 | 5,188 |
Financing activities | |||
Cash used to settle equity awards | (69) | (20) | |
Repurchase of stock | (572) | (2,325) | (4,000) |
Dividends paid to stockholders | (985) | (954) | (1,193) |
Net cash provided by (used in) financing activities | (1,626) | (3,299) | (5,193) |
Net increase (decrease) in cash and cash equivalents | (5) | ||
Cash and cash equivalents, beginning of period | 3 | 3 | 8 |
Cash and cash equivalents, end of period | $ 3 | $ 3 | $ 3 |