Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Cohen & Co Inc. | |
Entity Central Index Key | 1,270,436 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Trading Symbol | cohn | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,215,512 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | |
Assets | |||
Cash and cash equivalents | $ 5,166 | $ 22,933 | |
Receivables from brokers, dealers, and clearing agencies | 85,371 | 103,596 | |
Due from related parties | 449 | 545 | |
Other receivables | 4,538 | 3,513 | |
Investments-trading | 219,462 | 202,257 | |
Other investments, at fair value | 30,063 | 12,867 | |
Receivables under resale agreements | 4,464,324 | 1,680,883 | |
Goodwill | [1] | 7,992 | 7,992 |
Other assets | 2,927 | 1,672 | |
Total assets | 4,820,292 | 2,036,258 | |
Liabilities | |||
Payables to brokers, dealers, and clearing agencies | 107,291 | 130,558 | |
Accounts payable and other liabilities | 15,929 | 5,208 | |
Accrued compensation | 4,311 | 4,406 | |
Trading securities sold, not yet purchased | 81,220 | 91,887 | |
Securities sold under agreements to repurchase | 4,506,628 | 1,692,279 | |
Deferred income taxes | 1,585 | 2,855 | |
Redeemable financial instruments | 16,732 | 16,732 | |
Debt | 43,372 | 44,177 | |
Total liabilities | 4,777,068 | 1,988,102 | |
Commitments and contingencies (See note 19) | |||
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 (see note 16) | 5 | 5 | |
Common Stock, $0.01 par value per share, 100,000,000 shares authorized, 1,221,520 and 1,213,022 shares issued and outstanding, respectively, including 93,479 and 76,932 unvested or restricted share awards, respectively | 12 | 12 | |
Additional paid-in capital | 68,725 | 69,202 | |
Accumulated other comprehensive loss | (888) | (850) | |
Accumulated deficit | (31,284) | (28,497) | |
Total stockholders' equity | 36,570 | 39,872 | |
Non-controlling interest | 6,654 | 8,284 | |
Total equity | 43,224 | 48,156 | |
Total liabilities and equity | $ 4,820,292 | $ 2,036,258 | |
[1] | Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Sep. 30, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 1,221,520 | 1,213,022 |
Common Stock, shares outstanding | 1,221,520 | 1,213,022 |
Common Stock, unvested or restricted share awards | 93,479 | 76,932 |
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 | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Revenues | |||||
Principal transactions and other income | $ 2,603 | $ 222 | $ 4,872 | $ 5,515 | |
Total revenues | 12,237 | 10,001 | 33,765 | 35,867 | |
Operating expenses | |||||
Compensation and benefits | 7,177 | 4,759 | 18,960 | 17,493 | |
Business development, occupancy, equipment | 725 | 738 | 2,236 | 2,021 | |
Subscriptions, clearing, and execution | 2,433 | 1,789 | 6,418 | 5,169 | |
Professional fee and other operating | 1,483 | 1,666 | 4,604 | 5,694 | |
Depreciation and amortization | 63 | 60 | 176 | 187 | |
Total operating expenses | 11,881 | 9,012 | 32,394 | 30,564 | |
Operating income (loss) | 356 | 989 | 1,371 | 5,303 | |
Non-operating income (expense) | |||||
Interest expense, net | (2,185) | (1,606) | (6,205) | (4,330) | |
Income (loss) before income tax expense (benefit) | (1,829) | (617) | (4,834) | 973 | |
Income tax expense (benefit) | (595) | 141 | (1,259) | 148 | |
Net income (loss) | (1,234) | (758) | (3,575) | 825 | |
Less: Net income (loss) attributable to the non-controlling interest | (583) | (211) | (1,530) | 274 | |
Net income (loss) attributable to Cohen & Company Inc. | $ (651) | $ (547) | $ (2,045) | $ 551 | |
Income (loss) per common share-basic: | |||||
Basic income (loss) per common share | $ (0.57) | $ (0.45) | $ (1.76) | $ 0.46 | |
Weighted average shares outstanding-basic | 1,145,323 | 1,212,826 | 1,163,572 | 1,209,585 | |
Income (loss) per common share-diluted: | |||||
Diluted income (loss) per common share | $ (0.57) | $ (0.45) | $ (1.76) | $ 0.45 | |
Weighted average shares outstanding-diluted | [1] | 1,677,732 | 1,745,235 | 1,695,981 | 1,755,932 |
Dividends declared per common share | $ 0.20 | $ 0.20 | $ 0.60 | $ 0.60 | |
Comprehensive income (loss) | |||||
Net income (loss) | $ (1,234) | $ (758) | $ (3,575) | $ 825 | |
Other comprehensive income (loss) item: | |||||
Foreign currency translation adjustments, net of tax of $0 | (30) | 91 | (77) | 280 | |
Other comprehensive income (loss), net of tax of $0 | (30) | 91 | (77) | 280 | |
Comprehensive income (loss) | (1,264) | (667) | (3,652) | 1,105 | |
Less: comprehensive income (loss) attributable to the non-controlling interest | (593) | (186) | (1,555) | 354 | |
Comprehensive income (loss) attributable to Cohen & Company Inc. | (671) | (481) | (2,097) | 751 | |
Net Trading [Member] | |||||
Revenues | |||||
Revenues | 6,816 | 5,988 | 20,193 | 20,158 | |
Asset Management [Member] | |||||
Revenues | |||||
Revenues | $ 2,818 | 1,779 | 7,827 | 6,202 | |
New Issue And Advisor [Member] | |||||
Revenues | |||||
Revenues | $ 2,012 | $ 873 | $ 3,992 | ||
[1] | For the three months ended September 30, 2018 weighted average common shares outstanding excludes (i) 26,168 shares representing restricted Common Stock (ii) 293,865 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. For the nine months ended September 30, 2018, weighted average common shares outstanding excludes (i) 22,400 shares representing restricted Common Stock (ii) 281,233 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive.For the three months ended September 30, 2017, weighted average common shares outstanding excludes (i) 14,059 shares representing restricted Operating LLC membership units, restricted Common Stock, and restricted units of Common Stock (ii) 274,917 shares from the assumed conversion of the 2013 Convertible Notes and (iii) 1,034,483 shares from the assumed conversion of the 2017 Note because the inclusion of these shares would be anti-dilutive. For the nine months ended September 30, 2017, weighted average common shares outstanding excluded (i) 274,917 from the assumed conversion of the 2013 Convertible Notes and (ii)773,947 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations And Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Consolidated Statements of Operations And Comprehensive Income/(Loss) [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Other comprehensive income (loss), tax | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Equity - 9 months ended Sep. 30, 2018 - 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, 2017 | $ 5 | $ 12 | $ 69,202 | $ (28,497) | $ (850) | $ 39,872 | $ 8,284 | $ 48,156 |
Net loss | (2,045) | (2,045) | (1,530) | (3,575) | ||||
Other comprehensive income | (52) | (52) | (25) | (77) | ||||
Acquisition / (surrender) of additional units of consolidated subsidiary, net | (139) | 14 | (125) | 125 | ||||
Equity-based compensation and vesting of shares | 1 | 313 | 314 | 143 | 457 | |||
Shares withheld for employee taxes | (51) | (51) | (24) | (75) | ||||
Purchase and retirement of common stock | (1) | (600) | (601) | (601) | ||||
Dividends/Distributions | (742) | (742) | (319) | (1,061) | ||||
Balance at Sep. 30, 2018 | $ 5 | $ 12 | $ 68,725 | $ (31,284) | $ (888) | $ 36,570 | $ 6,654 | $ 43,224 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities | ||
Net income (loss) | $ (3,575) | $ 825 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Equity-based compensation | 457 | 640 |
Accretion of income on other investments, at fair value | (1,330) | (938) |
Realized loss (gain) on other investments, at fair value | 285 | 753 |
Change in unrealized (gain) loss on other investments, at fair value | (3,421) | (368) |
Depreciation and amortization | 176 | 187 |
Amortization of discount on debt | 656 | 794 |
Deferred tax provision (benefit) | (1,270) | (42) |
Change in operating assets and liabilities, net: | ||
(Increase) decrease in other receivables | (1,025) | 2,861 |
(Increase) decrease in investments-trading | (17,205) | 52,916 |
(Increase) decrease in other assets | (347) | 1,855 |
(Increase) decrease in receivables under resale agreement | (2,783,441) | (154,720) |
Change in receivables from / payables to related parties, net | 96 | (540) |
Increase (decrease) in accrued compensation | (95) | (1,197) |
Increase (decrease) in accounts payable and other liabilities | 10,800 | (4) |
Increase (decrease) in trading securities sold, not yet purchased | (10,667) | 4,810 |
Change in receivables from/ payables to brokers, dealers, and clearing agencies | (5,042) | (80,851) |
Increase (decrease) in securities sold under agreements to repurchase | 2,814,349 | 152,688 |
Net cash provided by (used in) operating activities | (599) | (20,331) |
Investing activities | ||
Purchase of investments-other investments, at fair value | (25,802) | |
Sales and returns of principal-other investments, at fair value | 13,092 | 3,042 |
Purchase of furniture, equipment, and leasehold improvements | (579) | (73) |
Net cash provided by (used in) investing activities | (13,289) | 2,969 |
Financing activities | ||
(Repayment) of convertible debt | (1,461) | |
Proceeds of convertible debt | 15,000 | |
Proceeds from redeemable financial instrument | 11,000 | |
Payments for debt issuance costs | (525) | (800) |
Cash used to net share settle equity awards | (75) | (100) |
Purchase and retirement of Common Stock | (601) | (104) |
Non-controlling interest distributions | (319) | (319) |
Cohen & Company Inc. dividends | (742) | (744) |
Net cash provided by (used in) financing activities | (3,723) | 23,933 |
Effect of exchange rate on cash | (156) | 346 |
Net increase (decrease) in cash and cash equivalents | (17,767) | 6,917 |
Cash and cash equivalents, beginning of period | 22,933 | 15,216 |
Cash and cash equivalents, end of period | $ 5,166 | $ 22,133 |
Organization And Nature Of Oper
Organization And Nature Of Operations | 9 Months Ended |
Sep. 30, 2018 | |
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 back 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 Common Stock from $0.001 per share to $0.01 per share. All share and per share amounts 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 September 30, 2018 , the Company had $3.12 billion in assets under management (“AUM”) of which 86.0% , or $2.69 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; and “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, 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, joint ventures, 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. |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization And Nature Of Operations [Abstract] | |
Basis Of Presentation | 2. BASIS OF PRESENTATION The financial statements of the Company included herein were prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim month periods. All intercompany accounts and transactions have been eliminated in consolidation. The results for the nine months ended September 30, 2018 and 2017 are not necessarily indicative of the results for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . Capitalized terms used herein without definition have the meanings ascribed to them in the Annual Report on Form 10-K for the year ended December 31, 2017 . |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Adoption of New Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ( Topic 606 ). Subsequent to that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2014-09 but they did not change the core principal of ASU 2014-09. The new guidance requires entities to recognize revenue in a way that depicts 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. The Company adopted the new guidance on January 1, 2018 using the retrospective transition method. 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 and therefore this ASU had no impact on these items. In terms of asset management and other revenue, the main impact of Topic 606 related to the timing of the recognition of incentive management fees in certain cases. Prior to the adoption of Topic 606, the Company would recognize incentive fees when they were fixed and determinable. Under Topic 606, the Company is required to recognize incentive fees when they are probable and there is not a significant chance of reversal in the future. For the asset management contracts in place at the time of adoption, this change in policy did not result in any actual change in revenue that had already been recognized and therefore there was no transition adjustment necessary. Based on a review of the Company’s asset management contracts in place at the time of adoption, the Company does not believe the actual timing of recognition of incentive fees under future management contracts will be materially impacted in the future. However, the new policy may result in incentive fees being recognized sooner in the future than they would have been under the Company’s revenue recognition policy in place prior to the adoption of Topic 606. 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 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. The Company’s adoption of the provisions of ASU 2016-15 effective January 1, 2018 did not have a material impact on the Company’s 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. The Company’s adoption of the provisions of ASU 2016-16 effective January 1, 2018 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 that 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. 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. The Company’s adoption of the provisions of ASU 2017-01 effective January 1, 2018 did not have an effect on the Company’s consolidated financial statements. In February 2017, the FASB issued ASU 2017-05 , Other Income – Gains and Losses from the Derecognition of 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 Company’s adoption of the provisions of ASU 2017-05 effective January 1, 2018 did not have an effect on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09 , Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. 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’s adoption of the provisions of ASU 2017-09 effective January 1, 2018 did not have an effect on the Company’s consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which updates the income tax accounting in U.S. GAAP to reflect the Securities and Exchange Commission (“SEC”) interpretive guidance released on December 22, 2017 when the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Company’s adoption of the provisions of had a one-time impact on the Company in which a $1,359 tax benefit was recognized in the fourth quarter of 2017. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. B. Recent Accounting Developments In February 2016, the FASB issued ASU 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 methods 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 of its consolidated financial statements. In February 2016, the FASB issued ASU 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. In July 2018, the FASB issued ASU 2018-10 , Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of the new standard and ASU 2018-11, Leases, ( Topic 842 ) : Targeted Improvement , allowing for application of the standard at the adoption date, with recognition of a cumulative adjustment to the opening balance of retained earnings in the period of adoption. The amendments in the ASUs are 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. The Company has preliminarily determined that adoption will result in an increase in the Company’s assets and liabilities. The Company expects the cumulative effect adjustment will be immaterial. 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 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 March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs, Premium Amortization on Purchased Callable Debt Securitie s ( 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 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. T he Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) : Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments provide the option to reclassify stranded tax effects within accumulated other comprehensive income (“AOCI”) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act (or portion thereof) is recorded. This ASU is effective for all organizations for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. 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 June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The amendments expand the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU is effective for all organizations for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. 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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. C. 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 derivatives held by the Company. Cash equivalents : Cash equivalents are carried at historical cost, which is assumed to approximate fair value. The estimated fair value measurement of cash equivalents is classified within level 1 of the fair value 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 agreements to repurchase : The liabilities for securities sold under agreements 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 carried at amounts that approximate fair value. The estimated fair value measurements of securities sold under agreements 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 and deferred financing costs. However, a substantial portion of the debt was assumed in the Merger and recorded at fair value as of that date. As of September 30, 2018 and December 31, 2017 , the fair value of the Company’s debt was estimated to be $52,826 and $53,657 , 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 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. |
New Business
New Business | 9 Months Ended |
Sep. 30, 2018 | |
New Business [Abstract] | |
New Business | 4. NEW BUSINESS New U.S. Insurance JV On May 16, 2018, the Compan y committed to invest up to $3,000 in a newly formed joint venture (the “ U.S. Insurance JV ”) with an outside investor who committed to invest approximately $63 ,000 of equity in the U.S. Insurance JV . The U.S. Insurance JV was formed for the purposes of investing in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies and is managed by the Company. The Company is required to invest 4.5% of the total equity of the U.S. Insurance JV with an absolute limit of $3,000 . The U.S. Insurance JV may use leverage to grow its assets. The insurance company debt that will be funded by the U.S. Insurance JV may be originated by the Company and there may be origination fees earned (capped at 1% ) in connection with such transactions. The Company will also earn management fees as manager of the U.S. Insurance JV . The Company is entitled to a quarterly base management fee, an annual incentive fee (if certain return hurdles are met), and an additional incentive fee upon the liquidation of the portfolio (if certain return hurdles are met) . The Company has elected the fair value option in accordance with the provisions of FASB ASC 820, Fair Value Measurements (“FASB ASC 820”) to account for its investment in the U.S. Insurance JV. The investment is included in other investments at fair value, on the consolidated balance sheet and gains and losses (both realized and unrealized) are recognized in the consolidated statement of operations as a component of principal transactions and other income. Because the U.S. Insurance JV has the attributes of investment companies as described in FASB ASC 946-15-2, the Company will estimate the fair value of its investment using the net asset value (“NAV”) per share (or its equivalent) 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. See note 8. New SPAC Fund On August 6, 2018, the Company invested and became the general partner of a newly formed partnership (the “ SPAC Fund”) for the purposes of investing in the equity interests of special purpose acquisition companies (“SPACs”). T he Company is the manager of the SPAC Fund. The Company has invested $600 in the SPAC Fund . The Company is entitled to a quarterly base management fee based on a percentage of the net asset value of the SPAC Fund and an annual incentive allocation based on the actual returns earned by the SPAC Fund . As of September 30, 2018, the net asset value of the SPAC Fund was $15,331 . The Company has elected the fair value option in accordance with the provisions of FASB ASC 820, Fair Value Measurements (“FASB ASC 820”) to account for its investment in the SPAC Fund. The investment is included in other investments at fair value, on the consolidated balance sheet and gains and losses (both realized and unrealized) are recognized in the statement of operations as a component of principal transactions and other revenue. Because the SPAC Fund has the attributes of investment companies as described in FASB ASC 946-15-2, the Company will estimate the fair value of its investment using the NAV per share (or its equivalent) 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. See note 8. |
Net Trading
Net Trading | 9 Months Ended |
Sep. 30, 2018 | |
Net Trading [Abstract] | |
Net Trading | 5. NET TRADING Net trading consisted of the following in the periods presented. NET TRADING (Dollars in Thousands) Three Months Ended Nine Months Ended September 30, 2018 September 30, 2017 September 30, 2018 September 30, 2017 Net realized gains (losses) - trading inventory $ 1,627 $ 4,609 $ 9,420 $ 15,060 Net unrealized gains (losses) - trading inventory 3,302 181 5,503 1,562 Net Gains and losses 4,929 4,790 14,923 16,622 Interest income-trading inventory 1,144 364 3,373 1,533 Interest income-receivables under resale agreements 18,160 3,543 38,720 8,018 Interest income 19,304 3,907 42,093 9,551 Interest expense-securities sold under agreements to repurchase (16,894) (2,500) (35,493) (5,497) Interest expense-margin payable (523) (209) (1,330) (518) Interest expense (17,417) (2,709) (36,823) (6,015) Net trading $ 6,816 $ 5,988 $ 20,193 $ 20,158 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 7 for discussion of margin payable. |
Sales
Sales | 9 Months Ended |
Sep. 30, 2018 | |
Sales [Abstract] | |
Sales | 6. SALES Termination of Sale of European Operations On August 19, 2014, the Company entered into a Share Purchase Agreement by and between the Operating 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 FCA. The European Sale Agreement originally had a termination date of March 31, 2015, which 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 21. 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 2017 Convertible Note was issued in exchange for $15,000 in cash. See note 15 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 March 10, 2017. |
Receivables From And Payables T
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies | 9 Months Ended |
Sep. 30, 2018 | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies [Abstract] | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies | 7. 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) September 30, 2018 December 31, 2017 Deposits with clearing agencies $ 250 $ 750 Unsettled regular way trades, net 2,543 - Receivables from clearing agencies 82,578 102,846 Receivables from brokers, dealers, and clearing agencies $ 85,371 $ 103,596 Amounts payable to brokers, dealers, and clearing agencies consisted of the following. PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) September 30, 2018 December 31, 2017 Unsettled regular way trades, net $ - $ 1,997 Margin payable 107,291 128,561 Payables to brokers, dealers, and clearing agencies $ 107,291 $ 130,558 Deposits with clearing agencies 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 agencies are primarily comprised of (1) cash received by the Company upon execution of short trades that is restricted from withdrawal by the clearing agent and (2) 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 agencies serve as collateral for the margin payable. See note 5 for interest expense incurred on margin payable. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Financial Instruments [Abstract] | |
Financial Instruments | 8. FINANCIAL INSTRUMENTS Investments—Trading Investments-trading consisted of the following. INVESTMENTS - TRADING (Dollars in Thousands) September 30, 2018 December 31, 2017 U.S. government agency MBS and CMOs $ 62,497 $ 87,608 U.S. government agency debt securities 14,537 13,529 RMBS 16 32 U.S. Treasury securities 4,139 2,466 ABS 100 1 SBA loans 57,596 4,780 Corporate bonds and redeemable preferred stock 49,945 43,435 Foreign government bonds 232 483 Municipal bonds 24,139 45,709 Certificates of deposit 918 - Derivatives 5,277 1,118 Equity securities 66 3,096 Investments-trading $ 219,462 $ 202,257 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) September 30, 2018 December 31, 2017 U.S. government agency MBS and CMOs $ 17 $ - U.S. Treasury securities 42,015 62,798 Corporate bonds and redeemable preferred stock 34,462 28,445 Municipal bonds 20 37 Derivatives 4,706 607 Trading securities sold, not yet purchased $ 81,220 $ 91,887 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 5 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) September 30, 2018 Amortized Cost Carrying Value Unrealized Gain / (Loss) Equity securities $ 10,290 $ 12,057 $ 1,767 CLOs 13,724 14,430 706 CDOs 189 26 (163) EuroDekania 4,506 1,609 (2,897) U.S. Insurance JV 999 1,006 7 SPAC Fund 600 602 2 Residential loans 44 330 286 Foreign currency forward contracts - 3 3 Other investments, at fair value $ 30,352 $ 30,063 $ (289) December 31, 2017 Amortized 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) |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 2018 | |
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) related to changes in fair value of investments that are included as a component of other investments, at fair value during the three months ended September 30, 2018 and 2017 of $ 1,976 and $ (107) respectively . The Company recognized net gains (losses) related to changes in fair value of investments that are included as a component of other investments, at fair value during the nine months ended September 30, 2018 and 2017 of $ 3,136 and $(385) 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 the nine months ended September 30, 2018 and 2017 . Reclassifications between levels of the fair value hierarchy are reported as transfers in or transfers out as of the beginning of the quarter 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 September 30, 2018 and December 31, 2017 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 September 30, 2018 (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 $ 62,497 $ - $ 62,497 $ - U.S. government agency debt securities 14,537 - 14,537 - RMBS 16 - 16 - U.S. Treasury securities 4,139 4,139 - - ABS 100 - 100 - SBA loans 57,596 - 57,596 - Corporate bonds and redeemable preferred stock 49,945 - 49,945 - Foreign government bonds 232 - 232 - Municipal bonds 24,139 - 24,139 - Certificates of deposit 918 - 918 - Derivatives 5,277 - 5,277 - Equity securities 66 66 - - Total investments - trading $ 219,462 $ 4,205 $ 215,257 $ - Other investments, at fair value: Equity securities $ 12,057 $ 11,208 $ 849 $ - CLOs 14,430 - 11,295 3,135 CDOs 26 - - 26 Residential loans 330 - 330 - Foreign currency forward contracts 3 3 - - 26,846 $ 11,211 $ 12,474 $ 3,161 Investments measured at NAV (1) 3,217 Total other investments, at fair value $ 30,063 Liabilities Trading securities sold, not yet purchased: U.S. government agency MBS and CMOs $ 17 $ - $ 17 $ - U.S. Treasury securities 42,015 42,015 - - Corporate bonds and redeemable preferred stock 34,462 - 34,462 - Municipal bonds 20 - 20 - Derivatives 4,706 - 4,706 - Total trading securities sold, not yet purchased $ 81,220 $ 42,015 $ 39,205 $ - (1) As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of its investments in EuroDekania, the U.S. Insurance JV , and the SPAC Fund. EuroDekania invests in hybrid capital securities of European companies. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the fair value hierarchy. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS 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 Investments measured at NAV (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) As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of its investments in EuroDekania. EuroDekania invests in hybrid capital securities of European companies. According to ASC 820, these investments are not categorized within the fair value hierarchy. 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. The Company classifies the fair value of these securities within level 2 of the valuation 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 or market activity 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 to the extent that it (1) receives two quotations in a similar range from broker-dealers knowledgeable about these interests in securitizations, and (2) considers 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 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 is 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 categorized in level 2 of the fair value hierarchy. Residential Loans : Management utilizes home price indices or market indications to value the residential loans. These are considered level 2 in the valuation 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. If the equity securities are not subject to any sale or transfer restriction, this is generally considered a level 1 value in the valuation hierarchy. However, if the equity security is restricted for transfer or resale, the Company will generally use a model to determine fair value and will generally consider this a level 2 valuation. The Company has 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. 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 addition, the Company may from time to time acquire an interest 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 Over the Counter (“OTC”) trades that 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 consider this valuation to be within level 2 of the valuation hierarchy. When a model with unobservable inputs is used, the Company considers 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 level 1 in the valuation hierarchy. See note 10. 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 table present additional information about assets measured at fair value on a recurring basis and for which the Company has utilized level 3 inputs to determine fair value. LEVEL 3 ROLLFORWARD Three Months ended September 30, Nine Months ended September 30, 2018 2017 2018 2017 Beginning of Period $ 14,651 $ 4,855 $ 6,577 $ 6,761 Net trading - - - - Gains & losses (1) 419 (103) 496 (88) Transfers into level 3 - - - - Transfers out of level 3 (11,295) - (13,361) - Accretion of income (1) 489 169 1,330 938 Purchases - - 9,600 - Sales and returns of capital (1,103) (306) (1,481) (2,996) End of Period $ 3,161 $ 4,615 $ 3,161 $ 4,615 Change in unrealized gains / (losses) (2) $ (171) $ 187 $ (220) $ 608 (1) Gains and losses and accretion of income on investments-trading are recorded as a component of net trading in the consolidated statements of operations. Gains and losses and accretion of income 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. 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 nine mo nths ended September 30, 2018, there were transfers of l evel 3 to l evel 2 of $13,361 . This was composed of: (a) $2,066 from equity positio ns that were previously not listed on an exchange that were subject to a reorganization and subsequently began trading over the counter; and (b) $11,295 of CLOs that were previously valued based on a model but for which observable market transactions became available. During the three months ended September 30, 2018, there were transfers of level 3 to level 2 of $11,295 of CLOs that were previously valued based on a model but for which comparable market transactions became available. During the nine and three months ended September 30, 2017, there were no transfers out of or into level 3 of the valuation hierarchy. The following tables provide the quantitative information about level 3 fair value measurements as of September 30, 2018 and December 31, 2017 . QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in Thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant September 30, 2018 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 3,135 Discounted Cash Flow Model Yield 11.1% 9.7% - 12.2% Duration-years 7.3 6.8 - 8.0 Default rate 2.0% 2% - 2% 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 8.00 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% 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 September 30, 2018 and December 31, 2017 . FAIR VALUE MEASUREMENTS OF INVESTMENTS IN CERTAIN ENTITIES THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT) (Dollars in Thousands) Fair Value September 30, 2018 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,609 N/A N/A N/A U.S. Insurance JV (b) 1,006 $ 2,000 N/A N/A SPAC Fund (c) 602 N/A Quarterly after 1 year lock up 90 days $ 3,217 Fair Value December 31, 2017 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,143 N/A N/A N/A $ 1,143 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; commercial mortgage backed securities (“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. (b) The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. (c) The SPAC Fund invests in equity interests of SPACs. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
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 permitted to record all or a portion of the change in the fair value of a designated hedge as an adjustment to AOCI 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. All of the derivatives that the Company enters into contain master netting arrangements. 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. However, in general the Company does not enter into offsetting derivatives with the same counterparties. Therefore, in all of the periods presented, no derivatives are presented on a net basis. 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 MBS 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 MBS 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 September 30, 2018 and December 31, 2017 , the Company had outstanding foreign currency forward contracts with a notional amount of 1.000 million Euros and 1.000 million Euros, respectively. EuroDollar Futures The Company invests in floating rate investments that expose it to fluctuations in interest rates and, therefore, the Company may, from time to time, hedge such exposure using EuroDollar futures. The Company carries such 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 September 30, 2018 and December 31, 2017 , 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 September 30, 2018 , the Company had open TBA and other forward MBS purchase agreements in the notional amount of $ 1,304,554 and open TBA and other forward MBS sale agreements in the notional amount of $ 1,304,554 . At December 31, 2017 , the Company had open TBA and other forward agency MBS purchase agreements in the notional amount of $ 1,029,844 and open TBA and other forward agency MBS sale agreements in the notional amount of $ 1,029,844 . 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 September 30, 2018 , the Company had open forward purchase commitments of $5,444 and open forward sale commitments of $12,500 . At December 31, 2017 , the Company had open forward purchase commitments of $28,146 and open forward sale commitments of $11,500 . 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 September 30, 2018 and December 31, 2017 . DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Balance Sheet Classification September 30, 2018 December 31, 2017 TBAs and other forward agency MBS Investments-trading $ 5,277 $ 1,063 Other extended settlement trades Investments-trading - 55 Foreign currency forward contracts Other investments, at fair value 3 (26) TBAs and other forward agency MBS Trading securities sold, not yet purchased (4,706) (607) Other extended settlement trades Trading securities sold, not yet purchased - (251) $ 574 $ 234 The following table presents the Company’s derivative financial instruments and the amount and location of the net gain (loss) recognized in the consolidated statements of operations. DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Income Statement Classification Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Foreign currency forward contracts Revenue-principal transactions and other income $ 65 $ (132) Other extended settlement trades Revenue-net trading (10) (15) TBAs and other forward agency MBS Revenue-net trading 4,988 5,516 $ 5,043 $ 5,369 DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Income Statement Classification Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Foreign currency forward contracts Revenue-principal transactions and other income $ 14 $ (34) Other extended settlement trades Revenue-net trading (10) 4 TBAs and other forward agency MBS Revenue-net trading 1,535 1,584 $ 1,539 $ 1,554 |
Collateralized Securities Trans
Collateralized Securities Transactions | 9 Months Ended |
Sep. 30, 2018 | |
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 securities 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 were cleared through Industrial and Commercial Bank of China (“ICBC”) through April 1, 2018. Subsequent to that date, the Company has self-cleared its gestational repo transactions. 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. In connection with the Company’s full netting membership of the FICC, the Company agreed to establish and maintain a committed line of credit in a minimum amount of $25,000 on or prior to April 30, 2018. The Company entered into a $25,000 line of credit arrangement on April 25, 2018. See note 15. 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 September 30, 2018 and December 31, 2017 , the Company held reverse repurchase agreements of $ 4,464,324 and $ 1,680,883 , respectively, and the fair value of collateral received under reverse repurchase agreements was $4,654,319 and $ 1,753,978 , respectively. As of September 30, 2018 , the reverse repurchase agreement balance was comprised of receivables collateralized by securities with 37 counterparties. As of December 31, 2017 , the reverse repurchase agreements balance was comprised of receivables collateralized by securities with 1 9 counterparties. At September 30, 2018 and December 31, 2017 , the Company held repurchase agreements of $ 4,506,628 and $ 1,692,279 , respectively, and the fair value of securities and cash pledged as collateral under repurchase agreements was $ 4,528,074 and $ 1,708,154 , respectively. These amounts include collateral for reverse repurchase agreements that were re-pledged as collateral for repurchase agreements. Intraday Lending Facility In conjunction with the Company’s GCF repo business, on October 19, 2018, the Company and BONY renewed an intraday lending facility. The lending facility allows for BONY to advance funds to JVB in order to facilitate the settlement of GCF repo transactions. The total committed amount is $100,000 . The new termination date is October 19, 2019. It is expected that this facility will be renewed for successive 364- day periods provided that the Company continues its GCF matched book repo business. The BONY lending facility is structured so that advances are generally repaid before the end of each business day. However, if an advance is not repaid by the end of any business day, the advance is converted to an overnight loan. Intraday loans accrue interest at an annual rate of 0.12% . Interest is charged based on the number of minutes in a day the advance is outstanding. Overnight loans are charged interest at the base rate plus 3% on a daily basis. The base rate is the higher of the federal funds rate plus 0.50% or the prime rate in effect at that time. For the nine months ended September 30, 2018 , the Company received no advances under the intraday lending facility. 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 its GCF repo business to be concentrated. The Company’s reverse repo counterparties are a diverse group 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 its 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 September 30, 2018 and December 31, 2017, the Company’s gestational reverse repurchase agreements shown in the tables below represented balances from six counterparties. The Company also has a limited number of repurchase agreement counterparties in the gestational repo business. However, that is primarily a function of the limited number of reverse repurchase agreement counterparties with whom the Company conducts this business rather than a reflection of a 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 repo and GCF Repo) was $ 1,401 and $3,450 for the three and nine months ended September 30, 2018 , respectively. The total net revenue earned by the Company on its matched book repo business (both gestational repo and GCF Repo) was $1,091 and $2,633 for the three and nine months ended September 30, 2017 , 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. The table reconciles the gross amounts to the net amounts presented in the statement of financial condition. All gross amounts as well as counterparty cash collateral (see note 12) are subject to master netting arrangements; however, there is no offsetting other than the balances with the FICC, as shown below. SECURED BORROWINGS (Dollars in Thousands) September 30, 2018 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) $ 5,936,630 $ 27,879 $ - $ 1,027,318 $ 6,991,827 MBS (gestational repo) - 93,842 252,126 - 345,968 SBA loans 20,125 - - - 20,125 $ 5,956,755 $ 121,721 $ 252,126 $ 1,027,318 $ 7,357,920 Reverse repurchase agreements with FICC netted with repurchase agreements with FICC $ (2,851,292) Securities sold under agreements to repurchase $ 4,506,628 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) $ 1,502,941 $ 3,595,560 $ 847,596 $ 1,024,615 $ 6,970,712 MBS (gestational repo) - 92,856 252,048 - 344,904 SBA loans - - - - - $ 1,502,941 $ 3,688,416 $ 1,099,644 $ 1,024,615 $ 7,315,616 Reverse repurchase agreements with FICC netted with repurchase agreements with FICC $ (2,851,292) Receivables under resale agreements $ 4,464,324 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 agreements 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 |
Other Assets And Accounts Payab
Other Assets And Accounts Payable And Other Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Other Assets And Accounts Payable And Other Liabilities [Abstract] | |
Other Assets And Accounts Payable And Other Liabilities | 12. OTHER ASSETS AND ACCOUNTS PAYABLE AND OTHER LIABILITIES Other assets are comprised of the following. OTHER ASSETS (Dollars in Thousands) September 30, 2018 December 31, 2017 Deferred costs $ 409 $ - Prepaid expenses 1,096 796 Prepaid income taxes 18 - Security deposits 423 272 Miscellaneous other assets 20 46 Furniture, equipment, and leasehold improvements, net 795 392 Intangible assets 166 166 Other assets $ 2,927 $ 1,672 Accounts payable and other liabilities are comprised of the following. ACCOUNTS PAYABLE AND OTHER LIABILITIES (Dollars in Thousands) September 30, 2018 December 31, 2017 Accounts payable $ 182 $ 249 Redeemable financial instruments accrued interest (1) 493 398 Rent payable 139 75 Accrued interest payable 676 629 Accrued interest on securities sold, not yet purchased 772 604 Payroll taxes payable 663 685 Counterparty cash payable (2) 11,037 1,219 Other general accrued expenses 1,846 1,349 Severance payable 121 - Accounts payable and other liabilities $ 15,929 $ 5,208 aa (1) The redeemable financial instruments accrued interest represents accrued interest on the JKD Capital Partners 1 LTD redeemable financial instrument and the DGC Family Fintech Trust/CBF redeemable financial instrument. See note 14. (2) Counterparty cash payable represents cash collateral received due to margin calls on the Company’s reverse repurchase securities. This cash is owed to the counterparty. See note 11. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2018 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 13. VARIABLE INTEREST ENTITIES As a general matter, a reporting entity must consolidate a variable interest entity (“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, a 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 September 30, 2018 , the Company had variable interests in various Investment Vehicles that were VIEs, but determined that it was not the primary beneficiary, and, therefore, was not consolidating the 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 the nine months ended September 30, 2018 and 2017 and had no liabilities, contingent liabilities, or guarantees (implicit or explicit) related to these VIEs at September 30, 2018 and December 31, 2017 . 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 and are considered significant. Therefore, the Company is not the primary beneficiary of any Investment Vehicles 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 somehow 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 table below 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 15) 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 September 30, 2018 and December 31, 2017 . CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES (Dollars in Thousands) September 30, 2018 December 31, 2017 Other Investments, at fair value $ 16,064 $ 4,511 Maximum Exposure $ 16,064 $ 4,511 |
Redeemable Financial Instrument
Redeemable Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Redeemable Financial Instruments [Abstract] | |
Redeemable Financial Instruments | 14. REDEEMABLE FINANCIAL INSTRUMENTS Redeemable Financial Instrument – DGC Family Fintech Trust/CBF On September 29, 2017 (the “Effective Date”), the Operating LLC entered into an investment agreement (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”). 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 the Operating LLC (the “Investment”), all of which was paid to the Operating LLC on the Effective Date. 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 investment return 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) 10% 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 note 12. 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 2017 Investment Agreements, 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, 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 2017 Investment Agreements) plus an amount equal to any accrued but unpaid Investment Return. If the 2017 Investment Agreements are terminated by the Company within 3 years of the Effective Date, then 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 (i) the Investment Amount plus (ii) all accrued and unpaid Investment Return monthly payments as of the date of termination. See note 22. 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”), pursuant to which the JKD Investor agreed to invest up to $12,000 in the Operating LLC (the “JKD Investment”), $6,000 of which was invested upon the execution of the JKD Investment Agreement 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 22. In exchange for the JKD Investment, the Operating LLC agreed to pay to JKD Investor during the term of the JKD 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 JKD 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 a redemption (defined below) occurs, unless the JKD Investment Agreement is earlier terminated. The JKD Investor may terminate the JKD 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 JKD Investor pursuant to the JKD Investment Agreement or (ii) upon 60 days’ 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 JKD Investment Agreement upon 60 days’ prior written notice to the JKD Investor if Mr. DiMaio ceases to control the day-to-day operations of the JKD Investor. Upon a termination of the JKD Investment Agreement, the Operating LLC will pay to the JKD Investor an amount equal to the “Investment Balance” (as such term is defined in the JKD Investment Agreement) as of the day prior to such termination. At any time following October 3, 2019, the JKD Investor or the Operating LLC may, upon two months’ notice to the other party, cause the Operating LLC to pay a redemption to the JKD Investor an amount equal to the Investment Balance (as such term is defined in the JKD 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 JKD 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. Redeemable financial instruments consist of the following in the periods presented. REDEEMABLE FINANCIAL INSTRUMENTS As of September 30, 2018 (Dollars in Thousands) Outstanding Balance Accrued Interest JKD Capital Partners I LTD $ 6,732 $ 415 DGC Family Fintech Trust / CBF 10,000 78 $ 16,732 $ 493 REDEEMABLE FINANCIAL INSTRUMENTS As of December 31, 2017 (Dollars in Thousands) Outstanding Balance Accrued Interest JKD Capital Partners I LTD $ 6,732 $ 367 DGC Family Fintech Trust / CBF 10,000 31 $ 16,732 $ 398 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt [Abstract] | |
Debt | 15. DEBT The Company had the following debt outstanding. DETAIL OF DEBT (Dollars in Thousands) Description As of September 30, 2018 As of December 31, 2017 Interest Rate Terms Interest (4) Maturity Contingent convertible debt: 8.00% convertible senior note (the "2017 Convertible Note") $ 15,000 $ 15,000 Fixed 8.00 % March 2022 (1) 8.00% convertible senior notes (the "2013 Convertible Notes") 6,786 8,248 Fixed 8.00 % September 2019 (2) Less unamortized debt issuance costs (1,039) (1,343) 20,747 21,905 Junior subordinated notes (3): Alesco Capital Trust I 28,125 28,125 Variable 6.34 % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 6.49 % March 2035 Less unamortized discount (25,500) (25,853) 22,625 22,272 MB Financial Bank, N.A. Credit Facility - - Variable N/A April 2020 Total $ 43,372 $ 44,177 (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’s Common Stock 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 . See discussion below and note 17 to our Annual Report on Form 10-K for the year ended December 31, 2017. (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 Common Stock, at a conversion price of $12.00 per share, subject to certain anti-dilution stipulations. (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 held by the Company. These trusts are VIEs and the Company does not consolidate them even though the Company holds 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. 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”), with the DGC Family Fintech Trust, a trust established by Daniel G. Cohen. 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, 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 September 30, 2018 . 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; however, in connection with the MB Financial Bank, N.A. loan agreement discussed below, the Operating LLC’s payment obligations under the 2017 Convertible Note are subordinated to any loans under the MB Financial, N.A. Credit Facility. The 2013 Convertible Note s The original maturity date of the 2013 Convertible Notes was September 25, 2018. Immediately prior to maturity, the 2013 Convertible Notes were held by three holders. On September 25, 2018, the Company fully paid off one holder in the amount of $1,461 . The Company entered into amendments with the remaining two holders: the Edward Cohen IRA and the EBC 2013 Family Trust. Edward E. Cohen is the benefactor of the Edward E. Cohen IRA and is the father of Daniel G. Cohen, the President and Chief Executive of the Company’s European operations and Chairman of the Company’s board of directors. Daniel G. Cohen is a trustee of the EBC 2013 Family Trust . See note 22. Pursuant to the a mendments, (i) the maturity date of each of the outstanding 2013 Convertible Notes was extended from September 25, 2018 to September 25, 2019; and (ii) the conversion price under each of the outstanding 2013 Convertible Notes was reduced from $30.00 per share of Common Stock , to $12.00 per share of Common Stock. The a mendments amended the 2013 Convertible Notes to each provide that, until the Company’s stockholders approve the issuance of the shares of Common Stock issuable upon conversion of the 2013 Convertible Notes for purposes of Section 713 of the NYSE American’s Company Guide, the 2013 Convertible Notes may not be converted if such conversion would result in the Company issuing a number of shares of Common Stock that, when aggregated with any shares of Common Stock previously issued in connection with any conversion under the 2013 Convertible Notes, equals or exceeds, in the aggregate, 19.99% of the outstanding Common Stock as of the Effective Date. In addition, the a mendments amended the 2013 Convertible Notes to provide that (i) the Company is required to cause its stockholders to vote on a proposal (the “Stockholder Proposal”) regarding the issuance of the shares of Common Stock issuable upon conversion of the 2013 Convertible Notes for purposes of Section 713 of the NYSE American’s Company Guide at the 2019 annual meeting of the Company’s s tockholders, (ii) the Company is required use its reasonable best efforts to solicit proxies for such stockholder approval, and (iii) the Company’s Board of Directors is required to recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal. MB Financial Bank, N.A. Effective on April 25, 2018, the Company, the Operating LLC, and JVB Holdings, as guarantors, and JVB, as borrower, entered into a loan agreement (the “Credit Facility”) with MB Financial Bank, N.A., (“MB Financial”), as lender. Pursuant to the terms of the Credit Facility, MB Financial agreed to make loans (each a “Loan” and collectively, the “Loans”) at JVB’s request from time to time in the aggregate amount of up to $25,000 . The Loans (both principal and interest) are scheduled to mature and become immediately due and payable in full on April 10, 2020 . In accordance with the terms of the Credit Facility, JVB paid to MB Financial a commitment fee in the amount of $250 . Loans under the Credit Facility bear interest at a per annum rate equal to LIBOR plus 6.0% . As of September 30, 2018 , the Operating LLC had not made any draws against the Credit Facility. The Operating LLC is required to pay an undrawn commitment fee at a per annum rate equal to 0.50% of the undrawn portion of the MB Financial’s $25,000 commitment under the Credit Facility. Loans under the Credit Facility must be used by JVB for working capital purposes and general liquidity of JVB. JVB may request a reduction in the $25,000 commitment in a minimum amount of $1,000 and multiples of $500 thereafter upon not less than five days’ prior notice to MB Financial. See note 17 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for a discussion of the Company’s other debt. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity | 16. EQUITY Stockholders’ Equity 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 shares of unvested and restricted stock. Common Equity : The following table reflects the activity for the nine months ended September 30, 2018 related to the number of shares of unrestricted Common Stock that the Company had issued. Common Stock Shares December 31, 2017 1,136,090 Vesting of shares 57,138 Shares withheld and retired for employee taxes (7,430) Repurchase and retirement of Common Stock (57,757) September 30, 2018 1,128,041 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 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 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 September 30, 2018 . The Series E Preferred Stock held by Mr. Cohen gives 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 to the Company level). For a more detailed description of these shares see note 18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . 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”), which was approved by Cohen & Company Inc.’s board of directors 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 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. During the nine months ended September 30, 2018 , Cohen & Company Inc. received and surrendered units of the Operating LLC. The following table displays the amount of units surrendered (net of receipts) by Cohen & Company Inc. Operating LLC Membership Units Units related to UIS Agreement 247,120 Units surrendered from retirement of Common Stock (577,570) Total (330,450) The Company recognized a net decrease in additional paid in capital of $139 and a net increase in AOCI of $14 with an offsetting increase in non-controlling interest of $125 in connection with the acquisition and surrender of additional units of the Operating LLC. The following schedule presents the effects of changes in Cohen & Company Inc.’s ownership interest in the Operating LLC on the equity attributable to Cohen & Company Inc. for the nine months ended September 30, 2018 and 2017 . Nine Months Ended Nine Months Ended September 30, 2018 September 30, 2017 Net income / (loss) attributable to Cohen & Company Inc. $ (2,045) $ 551 Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company Inc. paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net (139) 153 Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from the non-controlling interest $ (2,184) $ 704 Repurchases of Shares and Retirement of Treasury Stock On March 19, 2018 and March 17, 2017, the Company entered into letter agreements (the “2018 Letter Agreement” and the “2017 Letter Agreement,” respectively and together, the “10b5-1 Plan”) with Sandler O’Neill & Partners, L.P. (“Agent”). The 2017 Letter Agreement was in effect from March 17, 2017 until March 17, 2018. The 2018 Letter Agreement is in effect from March 19, 2018 until March 19, 2019. Both agreements authorize the Agent to use its commercially reasonable efforts to purchase, on the Company’s behalf, up to an aggregate maximum of $2,000 of Common Stock on any day that the NYSE American Stock Exchange is open for business. 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 Plans: (i) the Company repurchased 10,390 shares in the open market for a total purchase price of $105 during the three months ended September 30, 2018 and 40,202 shares for a total purchase price of $425 for nine months ended September 30, 2018 and (ii) repurchased 5,440 shares in the open market for a total purchase price of $63 during the three months and 5,720 shares in the open market for a total purchase price of $66 for the nine months ended September 30, 2017 . In addition, in privately negotiated transactions: (i) on August 29, 2018, the Company purchased 17,555 shares for $176 or $10 per share from a current member of the board of directors and (ii) on May 25, 2017, the Company purchased 2,774 shares from an employee of the Company for an aggregate purchase price of $33 or $12 per share. All of the repurchases noted above were completed using cash on hand. |
Net Capital Requirements
Net Capital Requirements | 9 Months Ended |
Sep. 30, 2018 | |
Net Capital Requirements [Abstract] | |
Net Capital Requirements | 17 . 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. As of September 30, 2018 , JVB’s adjusted net capital was $ 51,962 which exceeded the minimum requirements by $51,712 . CCFL, a subsidiary of the Company regulated by the FCA, is subject to the net liquid capital provision of the Financial Services and Markets Act 2000, GENPRU 2.140R 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. As of September 30, 2018 , the total minimum required net liquid capital was $ 1,080 , and net liquid capital in CCFL was $1,587 , which exceeded the minimum requirements by $ 507 and was in compliance with the net liquid capital provisions. |
Earnings _ (Loss) Per Common Sh
Earnings / (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings / (Loss) Per Common Share [Abstract] | |
Earnings / (Loss) Per Common Share | 18 . EAR NINGS / (Loss) PER 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) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income / (loss) attributable to Cohen & Company Inc. $ (651) $ (547) $ (2,045) $ 551 Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1) (583) (211) (1,530) 274 Add / (deduct): Adjustment (2) 283 (30) 596 (29) Net income / (loss) on a fully converted basis $ (951) $ (788) $ (2,979) $ 796 Weighted average common shares outstanding - Basic 1,145,323 1,212,826 1,163,572 1,209,585 Unrestricted Operating LLC membership units exchangeable into Cohen & Company shares (1) 532,409 532,409 532,409 532,409 Restricted units or shares - - - 13,938 Weighted average common shares outstanding - Diluted (3) 1,677,732 1,745,235 1,695,981 1,755,932 Net income / (loss) per common share - Basic $ (0.57) $ (0.45) $ (1.76) $ 0.46 Net income / (loss) per common share - Diluted $ (0.57) $ (0.45) $ (1.76) $ 0.45 (1) The Operating LLC membership units not held by Cohen & Company Inc. (that is, those held by the non-controlling interest for the nine months ended September 30, 2018 and 2017 ) 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 three months ended September 30, 2018 weighted average common shares outstanding excludes (i) 26,168 shares representing restricted Common Stock (ii) 293,865 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. For the nine months ended September 30, 2018 , weighted average common shares outstanding excludes (i) 22,400 shares representing restricted Common Stock (ii) 281,233 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. For the three months ended September 30, 2017 , weighted average common shares outstanding excludes (i) 14,059 shares representing restricted Operating LLC membership units, restricted Common Stock, and restricted units of Common Stock (ii) 274,917 shares from the assumed conversion of the 2013 Convertible Notes and (iii) 1,034,483 shares from the assumed conversion of the 2017 Note because the inclusion of these shares would be anti-dilutive. For the nine months ended September 30, 2017 , weighted average common shares outstanding excluded (i) 274,917 from the assumed conversion of the 2013 Convertible Notes and (ii) 773,947 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 19. COMMITMENTS AND CONTINGENCIES 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 Keystone Opportunity Zone (“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. On or about June 21, 2018, the Department of Revenue sent to the subsidiary a Final Notice stating that the Department may commence collection activities. The subsidiary of AFN that was assessed by the Pennsylvania Department of Revenue ceased operations in 2009. Since then, neither it, nor its successor subsidiary has had any assets or operations. The Company believes that any claims against this subsidiary are limited to the assets of the subsidiary. Therefore, the Company believes it does not have any liability with regard to this tax assessment. The Company has evaluated this contingent liability in accordance with the provisions of ASC 450 Contingencies and determined not to record any liability related to this claim. FINRA In connection with certain routine exams by FINRA, FINRA claimed that during the period July 2013 through December 2015 (the “Relevant Period”), JVB did not have certain controls in place that were reasonably designed to prevent the entry of (1) orders that exceed appropriate pre-set credit or capital thresholds in the aggregate for each customer and the broker or dealer; and (2) erroneous orders, including duplicative orders. JVB, without admitting or denying any allegations, consented to a Letter of Acceptance, Waiver and Consent to resolve certain alleged deficiencies in its Exchange Act Rule 15c3-3 procedures and its related risk management controls during the Relevant Period. The agreement is awaiting final approval by FINRA. As a result, the Company recorded a net expense of $50 during the third quarter of 2018. In addition to the matter 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 | 9 Months Ended |
Sep. 30, 2018 | |
Segment And Geographic Information [Abstract] | |
Segment And Geographic Information | 20. 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, and (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 Nine Months Ended September 30, 2018 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 20,193 $ - $ - $ 20,193 $ - $ 20,193 Asset management - 7,827 - 7,827 - 7,827 New issue and advisory 873 - - 873 - 873 Principal transactions and other income 33 538 4,301 4,872 - 4,872 Total revenues 21,099 8,365 4,301 33,765 - 33,765 Total operating expenses 21,171 5,437 612 27,220 5,174 32,394 Operating income (loss) (72) 2,928 3,689 6,545 (5,174) 1,371 Interest expense (170) (33) - (203) (6,002) (6,205) Income (loss) before income taxes (242) 2,895 3,689 6,342 (11,176) (4,834) Income tax expense (benefit) - - - - (1,259) (1,259) Net income (loss) (242) 2,895 3,689 6,342 (9,917) (3,575) Less: Net income (loss) attributable to the non-controlling interest - - - - (1,530) (1,530) Net income (loss) attributable to Cohen & Company Inc. $ (242) $ 2,895 $ 3,689 $ 6,342 $ (8,387) $ (2,045) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 39 $ 3 $ - $ 42 $ 134 $ 176 SEGMENT INFORMATION Statement of Operations Information Nine Months Ended September 30, 2017 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 20,158 $ - $ - $ 20,158 $ - $ 20,158 Asset management - 6,202 - 6,202 - 6,202 New issue and advisory 3,992 - - 3,992 - 3,992 Principal transactions and other income 4 4,995 516 5,515 - 5,515 Total revenues 24,154 11,197 516 35,867 - 35,867 Total operating expenses 20,576 3,521 286 24,383 6,181 30,564 Operating income (loss) 3,578 7,676 230 11,484 (6,181) 5,303 Interest expense - - - - (4,330) (4,330) Income (loss) before income taxes 3,578 7,676 230 11,484 (10,511) 973 Income tax expense (benefit) - - - - 148 148 Net income (loss) 3,578 7,676 230 11,484 (10,659) 825 Less: Net income (loss) attributable to the non-controlling interest - - - - 274 274 Net income (loss) attributable to Cohen & Company Inc. $ 3,578 $ 7,676 $ 230 $ 11,484 $ (10,933) $ 551 Other statement of operations data Depreciation and amortization (included in total operating expense) $ 51 $ 3 $ - $ 54 $ 133 $ 187 SEGMENT INFORMATION Statement of Operations Information Three Months Ended September 30, 2018 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 6,816 $ - $ - $ 6,816 $ - $ 6,816 Asset management - 2,818 - 2,818 - 2,818 New issue and advisory - - - - - - Principal transactions and other income 17 152 2,434 2,603 - 2,603 Total revenues 6,833 2,970 2,434 12,237 - 12,237 Total operating expenses 7,543 2,017 420 9,980 1,901 11,881 Operating income (loss) (710) 953 2,014 2,257 (1,901) 356 Interest expense (99) (33) - (132) (2,053) (2,185) Income (loss) before income taxes (809) 920 2,014 2,125 (3,954) (1,829) Income tax expense (benefit) - - - - (595) (595) Net income (loss) (809) 920 2,014 2,125 (3,359) (1,234) Less: Net income (loss) attributable to the non-controlling interest - - - - (583) (583) Net income (loss) attributable to Cohen & Company Inc. $ (809) $ 920 $ 2,014 $ 2,125 $ (2,776) $ (651) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 9 $ 1 $ - $ 10 $ 53 $ 63 SEGMENT INFORMATION Statement of Operations Information Three Months Ended September 30, 2017 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 5,988 $ - $ - $ 5,988 $ - $ 5,988 Asset management - 1,779 - 1,779 - 1,779 New issue and advisory 2,012 - - 2,012 - 2,012 Principal transactions and other income (2) 230 (6) 222 - 222 Total revenues 7,998 2,009 (6) 10,001 - 10,001 Total operating expenses 6,053 1,042 95 7,190 1,822 9,012 Operating income (loss) 1,945 967 (101) 2,811 (1,822) 989 Interest expense - - - - (1,606) (1,606) Income (loss) before income taxes 1,945 967 (101) 2,811 (3,428) (617) Income tax expense (benefit) - - - - 141 141 Net income (loss) 1,945 967 (101) 2,811 (3,569) (758) Less: Net income (loss) attributable to the non-controlling interest - - - - (211) (211) Net income (loss) attributable to Cohen & Company Inc. $ 1,945 $ 967 $ (101) $ 2,811 $ (3,358) $ (547) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 16 $ 1 $ - $ 17 $ 43 $ 60 (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 September 30, 2018 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 4,782,543 $ 3,153 $ 30,063 $ 4,815,759 $ 4,533 $ 4,820,292 Included within total assets: Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 BALANCE SHEET DATA 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 (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. 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 above. Geographic Information The Company conducts 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) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total Revenues: United States $ 10,406 $ 7,604 $ 28,461 $ 29,499 United Kingdom & Other 1,831 2,397 5,304 6,368 Total $ 12,237 $ 10,001 $ 33,765 $ 35,867 Long-lived assets attributable to an individual country, other than the United States, are not material. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Disclosure [Abstract] | |
Supplemental Cash Flow Disclosure | 21 . SUPPLEMENTAL CASH FLOW DISCLOSURE Interest paid by the Company on its debt and redeemable financial instruments was $ 5,300 and $ 3,919 for the nine months ended September 30, 2018 and 2017 , respectively. The Company paid income taxes of $ 36 and $ 47 for the nine months ended September 30, 2018 and 2017 , respectively. The Company received income tax refunds of $8 and $83 for the nine months ended September 30, 2018 and 2017 , respectively. For the nine months ended September 30, 2018 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows: · The Company net surrendered units of the Operating LLC . The Company recognized a net decrease in additional paid-in capital of $ 139 , a net increase of $ 14 in accumulated other comprehensive income, and an increase of $ 125 in non-controlling interest. See note 16. F or the nine months ended September 30, 2017 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows: · The Company net surrendered units of the Operating LLC. The Company recognized a net increase in additional paid-in capital of $153 , a net decrease of $14 in accumulated other comprehensive income, and a decrease of $139 in non-controlling interest. See note 16. · 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 2017 Convertible Note, 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 6. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 22 . RELATED PARTY TRANSACTIONS The Company has identified the following related party transactions for the nine months ended September 30, 2018 and 2017 . 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 Daniel G. Cohen is TBBK’s chairman. TBBK maintained deposits for the Company in the amount of $ 0 and $81 as of September 30, 2018 and December 31, 2017 , 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 September 30, 2018 , and December 31, 2017 , the Company had repurchase agreements with TBBK as the counterparty of $64,534 and $64,370 , respectively. As of September 30, 2018 , and December 31, 2017 , the fair value of the collateral provided to TBBK by the Company relating to these repurchase agreements was $66,455 and $66,862 , respectively. These amounts are included as a component of securities sold under agreements to repurchase in the Company’s consolidated balance sheets. The Company incurred interest expense related to repurchase agreements with TBBK as its counterparty in the amounts of $480 and $1,369 for the three and nine months ended September 30, 2018 , respectively, and $370 and $930 for the three and nine months ended September 30, 2017 , respectively, which were 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 wholly owned by Mr. Cohen. EBC has been identified as a related party because Mr. Cohen is a trustee of EBC. In September 2013, EBC, as an assignee of CBF, 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 Common Stock to EBC. See note 17 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The Company incurred interest expense on this debt, which is disclosed as part of interest expense incurred in the table at the end of this section. Also, see note 15 for a description of amendments entered into related to the 2013 Convertible Notes on September 25, 2018. 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 14. The Company incurred interest expense on this debt, which is disclosed as part of interest expense incurred in the table at the 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 tables at the end of this section. See note 17 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Also, see note 15 for a description of amendments entered into related to the 2013 Convertible Notes on September 25, 2018. D. JKD Investor The JKD Investor is an entity owned by Jack J. DiMaio, the vice chairman of the board of directors and 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 was invested in January 2017. See note 14. The interest expense incurred on this transaction is disclosed in the table at the end of this section. E. DGC Family Fintech Trust DGC Family Fintech Trust was established by Mr. Cohen, chairman of the Company’s board of directors and chairman of the Operating LLC 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 Mr. Cohen. In March 2017, the DGC Family Fintech Trust purchased the 2017 Convertible Note. See note 15. 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 14. Interest incurred on this instrument is disclosed in the tables at the end of this section. F. FinTech Acquisition Corp. II In July 2017, the Operating LLC entered into an agreement with FinTech Acquisition Corp. II. FinTech Acquisition Corp. II is a related party because Mr. Cohen was the chief executive officer of FinTech Acquisition Corp. II until July 2018, and Betsy Cohen, Mr. Cohen’s mother was the chairman of the board of directors of FinTech Acquisition Corp. II until July 2018. The agreement provided that the Operating LLC will provide accounting and support services to FinTech 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. On July 26, 2018 Fintech Acquisition Corp. II merged with Intermex Holdings II. The merger terminated this arrangement. The following tables display the routine transactions recognized in the statements of operations from the identified related parties that are described above. RELATED PARTY TRANSACTIONS Nine Months Ended September 30, 2018 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense(income) incurred TBBK $ 25 $ - $ - $ - EBC - - - 180 Edward E. Cohen IRA - - - 328 DGC Family Fintech Trust - - - 1,167 CBF - - - 358 JKD Investor - - - 1,291 Fintech Acquisition Corp. II - 17 - - $ 25 $ 17 $ - $ 3,324 RELATED PARTY TRANSACTIONS Nine Months Ended September 30, 2017 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense(income) incurred TBBK $ 13 $ - $ - $ - EBC - - - 176 Edward E. Cohen IRA - - - 322 JKD Investor - - - 465 DGC Family Fintech Trust - - - 794 Fintech Acquisition Corp. II - 1 - - Mead Park Advisors, LLC - - 50 - $ 13 $ 1 $ 50 $ 1,757 RELATED PARTY TRANSACTIONS Three Months Ended September 30, 2018 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense(income) incurred TBBK $ 4 $ - $ - $ - EBC - - - 61 Edward E. Cohen IRA - - - 111 DGC Fintech Family Trust - - - 405 CBF - - 163 JKD Investor - - - 415 Fintech Acquisition Corp. II - 12 - - $ 4 $ 12 $ - $ 1,155 RELATED PARTY TRANSACTIONS Three Months Ended September 30, 2017 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense(income) incurred EBC $ - $ - $ - $ 59 Edward E. Cohen IRA - - - 109 JKD Investor - - - 210 DGC Fintech Family Trust - - - 359 Fintech Acquisition Corp. II - 1 - - $ - $ 1 $ - $ 737 The following related party transactions are non-routine and are not included in the tables above. G. Directors and Employees The Company has entered into employment agreements with Mr. Cohen 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 on behalf of the Company were $46 and $164 for the t hree and nine months ended September 30, 2018 , respectively, and $41 and $177 for the three and nine months ended September 30, 2017 , respectively . In addition, in privately negotiated transactions: (i) on August 29, 2018 the Company purchased 17,555 shares for $176 or $10 per share from a current member of the board of directors and (ii) on May 25, 2017, the Company purchased 2,774 shares from an employee of the Company for an aggregate purchase price of $33 or $12 per share. See note 16. The Company had a sublease agreement for certain office space with Jack DiMaio, vice chairman of the Company’s board of directors. 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 the rent and utility expenses in the amount of $0 and $11 for the three and nine months ended September 30, 2017 , respectively. This sublease agreement terminated May 31, 2017 . Subsequent to the termination of the sublease agreement, the Company agreed to lease office space from the Zucker and Moore, LLC. Zucker and Moore, LLC is partially owned by Mr. DiMaio. The Company recorded $24 and $72 of rent expense for the three and nine months ended September 30, 2018 , respectively . H. FinTech Investor Holdings II, LLC In July 2018, the Operating LLC acquired publicly traded shares of Fintech Acquisition Corp. II from an unrelated third party for a total purchase price of $2,513 . In connection with this purchase, the Operating LLC agreed with Fintech Investor Holdings II, LLC to not redeem these shares in advance of the merger between Fintech Acquisition Corp. II and Intermex Holdings II, LLC . FinTech Investor Holdings II, LLC is considered a related party because Mr. Cohen is the manager of the entity . In exchange for this agreement to not redeem these shares prior to the merger, as well as the outlay of capital to purchase the publicly traded shares of Fintech Acquisition Corp. II, the Operating LLC received unregistered, restricted shares of common stock of Fintech Acquisition Corp. II from Fintech Investor Holdings II, LLC . In connection with the merger, Fintech Acquisition Corp. II changed its name to International Money Express, Inc. The Company recorded principal transactions and other income of $397 in the three and nine months ended September 30, 2018 in connection with the receipt of these restricted shares. |
Due From _ Due To Related Parti
Due From / Due To Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Due From / Due To Related Parties [Abstract] | |
Due From / Due To Related Parties | 23 . DUE FROM / DUE TO RELATED PARTIES The following table summarizes the outstanding due from / to related parties as of each date shown. These amounts may result from normal operating advances, employee advances, or from timing differences between the transactions disclosed in note 22 and final settlement of those transactions in cash. All amounts are primarily non-interest bearing. DUE FROM/DUE TO RELATED PARTIES (Dollars in Thousands) September 30, 2018 December 31, 2017 Employees & other $ 449 $ 545 Due from Related Parties $ 449 $ 545 |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2018 | |
Summary Of Significant Accounting Policies [Abstract] | |
Adoption Of New Accounting Standards | A. Adoption of New Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ( Topic 606 ). Subsequent to that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2014-09 but they did not change the core principal of ASU 2014-09. The new guidance requires entities to recognize revenue in a way that depicts 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. The Company adopted the new guidance on January 1, 2018 using the retrospective transition method. 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 and therefore this ASU had no impact on these items. In terms of asset management and other revenue, the main impact of Topic 606 related to the timing of the recognition of incentive management fees in certain cases. Prior to the adoption of Topic 606, the Company would recognize incentive fees when they were fixed and determinable. Under Topic 606, the Company is required to recognize incentive fees when they are probable and there is not a significant chance of reversal in the future. For the asset management contracts in place at the time of adoption, this change in policy did not result in any actual change in revenue that had already been recognized and therefore there was no transition adjustment necessary. Based on a review of the Company’s asset management contracts in place at the time of adoption, the Company does not believe the actual timing of recognition of incentive fees under future management contracts will be materially impacted in the future. However, the new policy may result in incentive fees being recognized sooner in the future than they would have been under the Company’s revenue recognition policy in place prior to the adoption of Topic 606. 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 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. The Company’s adoption of the provisions of ASU 2016-15 effective January 1, 2018 did not have a material impact on the Company’s 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. The Company’s adoption of the provisions of ASU 2016-16 effective January 1, 2018 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 that 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. 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. The Company’s adoption of the provisions of ASU 2017-01 effective January 1, 2018 did not have an effect on the Company’s consolidated financial statements. In February 2017, the FASB issued ASU 2017-05 , Other Income – Gains and Losses from the Derecognition of 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 Company’s adoption of the provisions of ASU 2017-05 effective January 1, 2018 did not have an effect on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09 , Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. 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’s adoption of the provisions of ASU 2017-09 effective January 1, 2018 did not have an effect on the Company’s consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which updates the income tax accounting in U.S. GAAP to reflect the Securities and Exchange Commission (“SEC”) interpretive guidance released on December 22, 2017 when the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Company’s adoption of the provisions of had a one-time impact on the Company in which a $1,359 tax benefit was recognized in the fourth quarter of 2017. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Recent Accounting Developments | B. Recent Accounting Developments In February 2016, the FASB issued ASU 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 methods 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 of its consolidated financial statements. In February 2016, the FASB issued ASU 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. In July 2018, the FASB issued ASU 2018-10 , Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of the new standard and ASU 2018-11, Leases, ( Topic 842 ) : Targeted Improvement , allowing for application of the standard at the adoption date, with recognition of a cumulative adjustment to the opening balance of retained earnings in the period of adoption. The amendments in the ASUs are 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. The Company has preliminarily determined that adoption will result in an increase in the Company’s assets and liabilities. The Company expects the cumulative effect adjustment will be immaterial. 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 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 March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs, Premium Amortization on Purchased Callable Debt Securitie s ( 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 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. T he Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) : Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments provide the option to reclassify stranded tax effects within accumulated other comprehensive income (“AOCI”) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act (or portion thereof) is recorded. This ASU is effective for all organizations for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. 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 June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The amendments expand the scope of Topic 718, which currently only includes share-based payments to employees, to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU is effective for all organizations for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. 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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. |
Fair Value Of Financial Instruments | C. 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 derivatives held by the Company. Cash equivalents : Cash equivalents are carried at historical cost, which is assumed to approximate fair value. The estimated fair value measurement of cash equivalents is classified within level 1 of the fair value 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 agreements to repurchase : The liabilities for securities sold under agreements 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 carried at amounts that approximate fair value. The estimated fair value measurements of securities sold under agreements 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 and deferred financing costs. However, a substantial portion of the debt was assumed in the Merger and recorded at fair value as of that date. As of September 30, 2018 and December 31, 2017 , the fair value of the Company’s debt was estimated to be $52,826 and $53,657 , 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 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) | 9 Months Ended |
Sep. 30, 2018 | |
Net Trading [Abstract] | |
Schedule Of Net Trading | NET TRADING (Dollars in Thousands) Three Months Ended Nine Months Ended September 30, 2018 September 30, 2017 September 30, 2018 September 30, 2017 Net realized gains (losses) - trading inventory $ 1,627 $ 4,609 $ 9,420 $ 15,060 Net unrealized gains (losses) - trading inventory 3,302 181 5,503 1,562 Net Gains and losses 4,929 4,790 14,923 16,622 Interest income-trading inventory 1,144 364 3,373 1,533 Interest income-receivables under resale agreements 18,160 3,543 38,720 8,018 Interest income 19,304 3,907 42,093 9,551 Interest expense-securities sold under agreements to repurchase (16,894) (2,500) (35,493) (5,497) Interest expense-margin payable (523) (209) (1,330) (518) Interest expense (17,417) (2,709) (36,823) (6,015) Net trading $ 6,816 $ 5,988 $ 20,193 $ 20,158 |
Receivables From And Payables_2
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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) September 30, 2018 December 31, 2017 Deposits with clearing agencies $ 250 $ 750 Unsettled regular way trades, net 2,543 - Receivables from clearing agencies 82,578 102,846 Receivables from brokers, dealers, and clearing agencies $ 85,371 $ 103,596 Amounts payable to brokers, dealers, and clearing agencies consisted of the following. PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) September 30, 2018 December 31, 2017 Unsettled regular way trades, net $ - $ 1,997 Margin payable 107,291 128,561 Payables to brokers, dealers, and clearing agencies $ 107,291 $ 130,558 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Financial Instruments [Abstract] | |
Schedule Of Trading Securities | INVESTMENTS - TRADING (Dollars in Thousands) September 30, 2018 December 31, 2017 U.S. government agency MBS and CMOs $ 62,497 $ 87,608 U.S. government agency debt securities 14,537 13,529 RMBS 16 32 U.S. Treasury securities 4,139 2,466 ABS 100 1 SBA loans 57,596 4,780 Corporate bonds and redeemable preferred stock 49,945 43,435 Foreign government bonds 232 483 Municipal bonds 24,139 45,709 Certificates of deposit 918 - Derivatives 5,277 1,118 Equity securities 66 3,096 Investments-trading $ 219,462 $ 202,257 |
Schedule Of Trading Securities Sold, Not Yet Purchased | TRADING SECURITIES SOLD, NOT YET PURCHASED (Dollars in Thousands) September 30, 2018 December 31, 2017 U.S. government agency MBS and CMOs $ 17 $ - U.S. Treasury securities 42,015 62,798 Corporate bonds and redeemable preferred stock 34,462 28,445 Municipal bonds 20 37 Derivatives 4,706 607 Trading securities sold, not yet purchased $ 81,220 $ 91,887 |
Schedule Of Other Investments | OTHER INVESTMENTS, AT FAIR VALUE (Dollars in Thousands) September 30, 2018 Amortized Cost Carrying Value Unrealized Gain / (Loss) Equity securities $ 10,290 $ 12,057 $ 1,767 CLOs 13,724 14,430 706 CDOs 189 26 (163) EuroDekania 4,506 1,609 (2,897) U.S. Insurance JV 999 1,006 7 SPAC Fund 600 602 2 Residential loans 44 330 286 Foreign currency forward contracts - 3 3 Other investments, at fair value $ 30,352 $ 30,063 $ (289) December 31, 2017 Amortized 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) |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis | FAIR VALUE MEASUREMENTS ON A RECURRING BASIS September 30, 2018 (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 $ 62,497 $ - $ 62,497 $ - U.S. government agency debt securities 14,537 - 14,537 - RMBS 16 - 16 - U.S. Treasury securities 4,139 4,139 - - ABS 100 - 100 - SBA loans 57,596 - 57,596 - Corporate bonds and redeemable preferred stock 49,945 - 49,945 - Foreign government bonds 232 - 232 - Municipal bonds 24,139 - 24,139 - Certificates of deposit 918 - 918 - Derivatives 5,277 - 5,277 - Equity securities 66 66 - - Total investments - trading $ 219,462 $ 4,205 $ 215,257 $ - Other investments, at fair value: Equity securities $ 12,057 $ 11,208 $ 849 $ - CLOs 14,430 - 11,295 3,135 CDOs 26 - - 26 Residential loans 330 - 330 - Foreign currency forward contracts 3 3 - - 26,846 $ 11,211 $ 12,474 $ 3,161 Investments measured at NAV (1) 3,217 Total other investments, at fair value $ 30,063 Liabilities Trading securities sold, not yet purchased: U.S. government agency MBS and CMOs $ 17 $ - $ 17 $ - U.S. Treasury securities 42,015 42,015 - - Corporate bonds and redeemable preferred stock 34,462 - 34,462 - Municipal bonds 20 - 20 - Derivatives 4,706 - 4,706 - Total trading securities sold, not yet purchased $ 81,220 $ 42,015 $ 39,205 $ - (1) As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of its investments in EuroDekania, the U.S. Insurance JV , and the SPAC Fund. EuroDekania invests in hybrid capital securities of European companies. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the fair value hierarchy. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS 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 Investments measured at NAV (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) As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of its investments in EuroDekania. EuroDekania invests in hybrid capital securities of European companies. According to ASC 820, these investments are not categorized within the fair value hierarchy. |
Schedule Of Assets And Liabilities Measured With Level 3 Inputs | LEVEL 3 ROLLFORWARD Three Months ended September 30, Nine Months ended September 30, 2018 2017 2018 2017 Beginning of Period $ 14,651 $ 4,855 $ 6,577 $ 6,761 Net trading - - - - Gains & losses (1) 419 (103) 496 (88) Transfers into level 3 - - - - Transfers out of level 3 (11,295) - (13,361) - Accretion of income (1) 489 169 1,330 938 Purchases - - 9,600 - Sales and returns of capital (1,103) (306) (1,481) (2,996) End of Period $ 3,161 $ 4,615 $ 3,161 $ 4,615 Change in unrealized gains / (losses) (2) $ (171) $ 187 $ (220) $ 608 (1) Gains and losses and accretion of income on investments-trading are recorded as a component of net trading in the consolidated statements of operations. Gains and losses and accretion of income 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. |
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 September 30, 2018 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 3,135 Discounted Cash Flow Model Yield 11.1% 9.7% - 12.2% Duration-years 7.3 6.8 - 8.0 Default rate 2.0% 2% - 2% 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 8.00 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% |
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) (Dollars in Thousands) Fair Value September 30, 2018 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,609 N/A N/A N/A U.S. Insurance JV (b) 1,006 $ 2,000 N/A N/A SPAC Fund (c) 602 N/A Quarterly after 1 year lock up 90 days $ 3,217 Fair Value December 31, 2017 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,143 N/A N/A N/A $ 1,143 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; commercial mortgage backed securities (“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. (b) The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. (c) The SPAC Fund invests in equity interests of SPACs. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Financial Instruments [Abstract] | |
Balance Sheet Information | DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Balance Sheet Classification September 30, 2018 December 31, 2017 TBAs and other forward agency MBS Investments-trading $ 5,277 $ 1,063 Other extended settlement trades Investments-trading - 55 Foreign currency forward contracts Other investments, at fair value 3 (26) TBAs and other forward agency MBS Trading securities sold, not yet purchased (4,706) (607) Other extended settlement trades Trading securities sold, not yet purchased - (251) $ 574 $ 234 |
Statement Of Operations Information | DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Income Statement Classification Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Foreign currency forward contracts Revenue-principal transactions and other income $ 65 $ (132) Other extended settlement trades Revenue-net trading (10) (15) TBAs and other forward agency MBS Revenue-net trading 4,988 5,516 $ 5,043 $ 5,369 DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Income Statement Classification Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Foreign currency forward contracts Revenue-principal transactions and other income $ 14 $ (34) Other extended settlement trades Revenue-net trading (10) 4 TBAs and other forward agency MBS Revenue-net trading 1,535 1,584 $ 1,539 $ 1,554 |
Collateralized Securities Tra_2
Collateralized Securities Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Collateralized Securities Transactions [Abstract] | |
Schedule Of Repurchase Agreements Accounted For As Secured Borrowings | SECURED BORROWINGS (Dollars in Thousands) September 30, 2018 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) $ 5,936,630 $ 27,879 $ - $ 1,027,318 $ 6,991,827 MBS (gestational repo) - 93,842 252,126 - 345,968 SBA loans 20,125 - - - 20,125 $ 5,956,755 $ 121,721 $ 252,126 $ 1,027,318 $ 7,357,920 Reverse repurchase agreements with FICC netted with repurchase agreements with FICC $ (2,851,292) Securities sold under agreements to repurchase $ 4,506,628 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) $ 1,502,941 $ 3,595,560 $ 847,596 $ 1,024,615 $ 6,970,712 MBS (gestational repo) - 92,856 252,048 - 344,904 SBA loans - - - - - $ 1,502,941 $ 3,688,416 $ 1,099,644 $ 1,024,615 $ 7,315,616 Reverse repurchase agreements with FICC netted with repurchase agreements with FICC $ (2,851,292) Receivables under resale agreements $ 4,464,324 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 agreements 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 |
Other Assets And Accounts Pay_2
Other Assets And Accounts Payable And Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Other Assets And Accounts Payable And Other Liabilities [Abstract] | |
Schedule Of Other Assets | OTHER ASSETS (Dollars in Thousands) September 30, 2018 December 31, 2017 Deferred costs $ 409 $ - Prepaid expenses 1,096 796 Prepaid income taxes 18 - Security deposits 423 272 Miscellaneous other assets 20 46 Furniture, equipment, and leasehold improvements, net 795 392 Intangible assets 166 166 Other assets $ 2,927 $ 1,672 |
Schedule Of Accounts Payable And Other Liabilities | ACCOUNTS PAYABLE AND OTHER LIABILITIES (Dollars in Thousands) September 30, 2018 December 31, 2017 Accounts payable $ 182 $ 249 Redeemable financial instruments accrued interest (1) 493 398 Rent payable 139 75 Accrued interest payable 676 629 Accrued interest on securities sold, not yet purchased 772 604 Payroll taxes payable 663 685 Counterparty cash payable (2) 11,037 1,219 Other general accrued expenses 1,846 1,349 Severance payable 121 - Accounts payable and other liabilities $ 15,929 $ 5,208 aa (1) The redeemable financial instruments accrued interest represents accrued interest on the JKD Capital Partners 1 LTD redeemable financial instrument and the DGC Family Fintech Trust/CBF redeemable financial instrument. See note 14. (2) Counterparty cash payable represents cash collateral received due to margin calls on the Company’s reverse repurchase securities. This cash is owed to the counterparty. See note 11. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Variable Interest Entities [Abstract] | |
Schedule Of Variable Interest Entities | CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES (Dollars in Thousands) September 30, 2018 December 31, 2017 Other Investments, at fair value $ 16,064 $ 4,511 Maximum Exposure $ 16,064 $ 4,511 |
Redeemable Financial Instrume_2
Redeemable Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Redeemable Financial Instruments [Abstract] | |
Schedule Of Redeemable Financial Instruments | REDEEMABLE FINANCIAL INSTRUMENTS As of September 30, 2018 (Dollars in Thousands) Outstanding Balance Accrued Interest JKD Capital Partners I LTD $ 6,732 $ 415 DGC Family Fintech Trust / CBF 10,000 78 $ 16,732 $ 493 REDEEMABLE FINANCIAL INSTRUMENTS As of December 31, 2017 (Dollars in Thousands) Outstanding Balance Accrued Interest JKD Capital Partners I LTD $ 6,732 $ 367 DGC Family Fintech Trust / CBF 10,000 31 $ 16,732 $ 398 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt [Abstract] | |
Debt Outstanding | DETAIL OF DEBT (Dollars in Thousands) Description As of September 30, 2018 As of December 31, 2017 Interest Rate Terms Interest (4) Maturity Contingent convertible debt: 8.00% convertible senior note (the "2017 Convertible Note") $ 15,000 $ 15,000 Fixed 8.00 % March 2022 (1) 8.00% convertible senior notes (the "2013 Convertible Notes") 6,786 8,248 Fixed 8.00 % September 2019 (2) Less unamortized debt issuance costs (1,039) (1,343) 20,747 21,905 Junior subordinated notes (3): Alesco Capital Trust I 28,125 28,125 Variable 6.34 % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 6.49 % March 2035 Less unamortized discount (25,500) (25,853) 22,625 22,272 MB Financial Bank, N.A. Credit Facility - - Variable N/A April 2020 Total $ 43,372 $ 44,177 (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’s Common Stock 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 . See discussion below and note 17 to our Annual Report on Form 10-K for the year ended December 31, 2017. (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 Common Stock, at a conversion price of $12.00 per share, subject to certain anti-dilution stipulations. (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 held by the Company. These trusts are VIEs and the Company does not consolidate them even though the Company holds 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) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule Of Unrestricted Common Stock Activity | Common Stock Shares December 31, 2017 1,136,090 Vesting of shares 57,138 Shares withheld and retired for employee taxes (7,430) Repurchase and retirement of Common Stock (57,757) September 30, 2018 1,128,041 |
Operating LLC Membership Units | Operating LLC Membership Units Units related to UIS Agreement 247,120 Units surrendered from retirement of Common Stock (577,570) Total (330,450) |
Schedule Of Effects Of Changes In Ownership Interest Subsidiary | Nine Months Ended Nine Months Ended September 30, 2018 September 30, 2017 Net income / (loss) attributable to Cohen & Company Inc. $ (2,045) $ 551 Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company Inc. paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net (139) 153 Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from the non-controlling interest $ (2,184) $ 704 |
Earnings _ (Loss) Per Common _2
Earnings / (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income / (loss) attributable to Cohen & Company Inc. $ (651) $ (547) $ (2,045) $ 551 Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1) (583) (211) (1,530) 274 Add / (deduct): Adjustment (2) 283 (30) 596 (29) Net income / (loss) on a fully converted basis $ (951) $ (788) $ (2,979) $ 796 Weighted average common shares outstanding - Basic 1,145,323 1,212,826 1,163,572 1,209,585 Unrestricted Operating LLC membership units exchangeable into Cohen & Company shares (1) 532,409 532,409 532,409 532,409 Restricted units or shares - - - 13,938 Weighted average common shares outstanding - Diluted (3) 1,677,732 1,745,235 1,695,981 1,755,932 Net income / (loss) per common share - Basic $ (0.57) $ (0.45) $ (1.76) $ 0.46 Net income / (loss) per common share - Diluted $ (0.57) $ (0.45) $ (1.76) $ 0.45 (1) The Operating LLC membership units not held by Cohen & Company Inc. (that is, those held by the non-controlling interest for the nine months ended September 30, 2018 and 2017 ) 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 three months ended September 30, 2018 weighted average common shares outstanding excludes (i) 26,168 shares representing restricted Common Stock (ii) 293,865 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. For the nine months ended September 30, 2018 , weighted average common shares outstanding excludes (i) 22,400 shares representing restricted Common Stock (ii) 281,233 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. |
Segment And Geographic Inform_2
Segment And Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment And Geographic Information [Abstract] | |
Schedule Of Segment Reporting Information | SEGMENT INFORMATION Statement of Operations Information Nine Months Ended September 30, 2018 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 20,193 $ - $ - $ 20,193 $ - $ 20,193 Asset management - 7,827 - 7,827 - 7,827 New issue and advisory 873 - - 873 - 873 Principal transactions and other income 33 538 4,301 4,872 - 4,872 Total revenues 21,099 8,365 4,301 33,765 - 33,765 Total operating expenses 21,171 5,437 612 27,220 5,174 32,394 Operating income (loss) (72) 2,928 3,689 6,545 (5,174) 1,371 Interest expense (170) (33) - (203) (6,002) (6,205) Income (loss) before income taxes (242) 2,895 3,689 6,342 (11,176) (4,834) Income tax expense (benefit) - - - - (1,259) (1,259) Net income (loss) (242) 2,895 3,689 6,342 (9,917) (3,575) Less: Net income (loss) attributable to the non-controlling interest - - - - (1,530) (1,530) Net income (loss) attributable to Cohen & Company Inc. $ (242) $ 2,895 $ 3,689 $ 6,342 $ (8,387) $ (2,045) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 39 $ 3 $ - $ 42 $ 134 $ 176 SEGMENT INFORMATION Statement of Operations Information Nine Months Ended September 30, 2017 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 20,158 $ - $ - $ 20,158 $ - $ 20,158 Asset management - 6,202 - 6,202 - 6,202 New issue and advisory 3,992 - - 3,992 - 3,992 Principal transactions and other income 4 4,995 516 5,515 - 5,515 Total revenues 24,154 11,197 516 35,867 - 35,867 Total operating expenses 20,576 3,521 286 24,383 6,181 30,564 Operating income (loss) 3,578 7,676 230 11,484 (6,181) 5,303 Interest expense - - - - (4,330) (4,330) Income (loss) before income taxes 3,578 7,676 230 11,484 (10,511) 973 Income tax expense (benefit) - - - - 148 148 Net income (loss) 3,578 7,676 230 11,484 (10,659) 825 Less: Net income (loss) attributable to the non-controlling interest - - - - 274 274 Net income (loss) attributable to Cohen & Company Inc. $ 3,578 $ 7,676 $ 230 $ 11,484 $ (10,933) $ 551 Other statement of operations data Depreciation and amortization (included in total operating expense) $ 51 $ 3 $ - $ 54 $ 133 $ 187 SEGMENT INFORMATION Statement of Operations Information Three Months Ended September 30, 2018 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 6,816 $ - $ - $ 6,816 $ - $ 6,816 Asset management - 2,818 - 2,818 - 2,818 New issue and advisory - - - - - - Principal transactions and other income 17 152 2,434 2,603 - 2,603 Total revenues 6,833 2,970 2,434 12,237 - 12,237 Total operating expenses 7,543 2,017 420 9,980 1,901 11,881 Operating income (loss) (710) 953 2,014 2,257 (1,901) 356 Interest expense (99) (33) - (132) (2,053) (2,185) Income (loss) before income taxes (809) 920 2,014 2,125 (3,954) (1,829) Income tax expense (benefit) - - - - (595) (595) Net income (loss) (809) 920 2,014 2,125 (3,359) (1,234) Less: Net income (loss) attributable to the non-controlling interest - - - - (583) (583) Net income (loss) attributable to Cohen & Company Inc. $ (809) $ 920 $ 2,014 $ 2,125 $ (2,776) $ (651) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 9 $ 1 $ - $ 10 $ 53 $ 63 SEGMENT INFORMATION Statement of Operations Information Three Months Ended September 30, 2017 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 5,988 $ - $ - $ 5,988 $ - $ 5,988 Asset management - 1,779 - 1,779 - 1,779 New issue and advisory 2,012 - - 2,012 - 2,012 Principal transactions and other income (2) 230 (6) 222 - 222 Total revenues 7,998 2,009 (6) 10,001 - 10,001 Total operating expenses 6,053 1,042 95 7,190 1,822 9,012 Operating income (loss) 1,945 967 (101) 2,811 (1,822) 989 Interest expense - - - - (1,606) (1,606) Income (loss) before income taxes 1,945 967 (101) 2,811 (3,428) (617) Income tax expense (benefit) - - - - 141 141 Net income (loss) 1,945 967 (101) 2,811 (3,569) (758) Less: Net income (loss) attributable to the non-controlling interest - - - - (211) (211) Net income (loss) attributable to Cohen & Company Inc. $ 1,945 $ 967 $ (101) $ 2,811 $ (3,358) $ (547) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 16 $ 1 $ - $ 17 $ 43 $ 60 (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 September 30, 2018 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 4,782,543 $ 3,153 $ 30,063 $ 4,815,759 $ 4,533 $ 4,820,292 Included within total assets: Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 BALANCE SHEET DATA 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 (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. 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 above. |
Revenue By Geographic Area | GEOGRAPHIC DATA (Dollars in Thousands) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Total Revenues: United States $ 10,406 $ 7,604 $ 28,461 $ 29,499 United Kingdom & Other 1,831 2,397 5,304 6,368 Total $ 12,237 $ 10,001 $ 33,765 $ 35,867 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule Of Related Party Transactions | RELATED PARTY TRANSACTIONS Nine Months Ended September 30, 2018 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense(income) incurred TBBK $ 25 $ - $ - $ - EBC - - - 180 Edward E. Cohen IRA - - - 328 DGC Family Fintech Trust - - - 1,167 CBF - - - 358 JKD Investor - - - 1,291 Fintech Acquisition Corp. II - 17 - - $ 25 $ 17 $ - $ 3,324 RELATED PARTY TRANSACTIONS Nine Months Ended September 30, 2017 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense(income) incurred TBBK $ 13 $ - $ - $ - EBC - - - 176 Edward E. Cohen IRA - - - 322 JKD Investor - - - 465 DGC Family Fintech Trust - - - 794 Fintech Acquisition Corp. II - 1 - - Mead Park Advisors, LLC - - 50 - $ 13 $ 1 $ 50 $ 1,757 RELATED PARTY TRANSACTIONS Three Months Ended September 30, 2018 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense(income) incurred TBBK $ 4 $ - $ - $ - EBC - - - 61 Edward E. Cohen IRA - - - 111 DGC Fintech Family Trust - - - 405 CBF - - 163 JKD Investor - - - 415 Fintech Acquisition Corp. II - 12 - - $ 4 $ 12 $ - $ 1,155 RELATED PARTY TRANSACTIONS Three Months Ended September 30, 2017 (Dollars in Thousands) Net trading Other revenue Professional fee and other operating Interest expense(income) incurred EBC $ - $ - $ - $ 59 Edward E. Cohen IRA - - - 109 JKD Investor - - - 210 DGC Fintech Family Trust - - - 359 Fintech Acquisition Corp. II - 1 - - $ - $ 1 $ - $ 737 |
Due From _ Due To Related Par_2
Due From / Due To Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Due From / Due To Related Parties [Abstract] | |
Schedule Of Due From / Due To Related Parties | DUE FROM/DUE TO RELATED PARTIES (Dollars in Thousands) September 30, 2018 December 31, 2017 Employees & other $ 449 $ 545 Due from Related Parties $ 449 $ 545 |
Organization And Nature Of Op_2
Organization And Nature Of Operations (Narrative) (Details) $ / shares in Units, $ in Millions | Sep. 01, 2017$ / shares | Sep. 30, 2018USD ($)segment$ / shares | Dec. 31, 2017$ / shares |
Securities [Line Items] | |||
Reverse stock split | 10 | ||
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, pre split par value | $ / shares | $ 0.001 | ||
Assets under management | $ | $ 3,120 | ||
Number of Operating Segments | segment | 3 | ||
CDOs [Member] | |||
Securities [Line Items] | |||
Assets under management | $ | $ 2,690 | ||
Assets under management which are collateralized debt obligations percentage | 86.00% |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Summary Of Significant Accounting Policies [Abstract] | ||
Other assets | $ 1,672 | $ 2,927 |
Tax benefit from Tax Cuts and Jobs Act | 1,359,000 | |
Maximum normal term for resale agreements | 1 month | |
Estimated debt in fair value | $ 53,657 | $ 52,826 |
New Business (Narrative) (Detai
New Business (Narrative) (Details) - USD ($) $ in Thousands | May 16, 2018 | Sep. 30, 2018 | Aug. 06, 2018 | Dec. 31, 2017 | |
Investments Measured At NAV [Member] | |||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||||
Other investments, at fair value | [1] | $ 3,217 | $ 1,143 | ||
U.S. Insurance Fund [Member] | |||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||||
Required investment percentage of total equity | 4.50% | ||||
Origination fee, percentage | 1.00% | ||||
U.S. Insurance Fund [Member] | Maximum [Member] | |||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||||
Other investments, at fair value | $ 3,000 | ||||
U.S. Insurance Fund [Member] | Investor [Member] | |||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||||
Other investments, at fair value | $ 63,000 | ||||
SPAC Fund [Member] | |||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||||
Other investments, at fair value | $ 600 | ||||
SPAC Fund [Member] | Investments Measured At NAV [Member] | |||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||||
Other investments, at fair value | $ 15,331 | ||||
[1] | As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of its investments in EuroDekania, the U.S. Insurance JV, and the SPAC Fund. EuroDekania invests in hybrid capital securities of European companies. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the fair value hierarchy. |
Net Trading (Schedule Of Net Tr
Net Trading (Schedule Of Net Trading) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net Trading [Abstract] | ||||
Net realized gains (losses) - trading inventory | $ 1,627 | $ 4,609 | $ 9,420 | $ 15,060 |
Net unrealized gains (losses) - trading inventory | 3,302 | 181 | 5,503 | 1,562 |
Net Gains and losses | 4,929 | 4,790 | 14,923 | 16,622 |
Interest income-trading inventory | 1,144 | 364 | 3,373 | 1,533 |
Interest income-receivables under resale agreements | 18,160 | 3,543 | 38,720 | 8,018 |
Interest income | 19,304 | 3,907 | 42,093 | 9,551 |
Interest expense-securities sold under agreements to repurchase | (16,894) | (2,500) | (35,493) | (5,497) |
Interest expense-margin payable | (523) | (209) | (1,330) | (518) |
Interest expense | (17,417) | (2,709) | (36,823) | (6,015) |
Net Trading | $ 6,816 | $ 5,988 | $ 20,193 | $ 20,158 |
Sales (Narrative) (Details)
Sales (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2015USD ($)contract | Dec. 31, 2014USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, Number of contract extensions | contract | 2 | |||||
Proceeds of convertible debt | $ 15,000 | |||||
Legal and financial advisory fees | $ 24 | $ 72 | ||||
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] | ||||||
Legal and financial advisory fees | $ 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 | |||||
DGC Family Fintech Trust [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Transaction costs | $ 600 | |||||
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 of convertible debt | $ 15,000 |
Receivables From And Payables_3
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies (Schedule Of Due To (From) Broker-Dealers And Clearing Organizations) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Receivables from Brokers-Dealers and Clearing Agencies [Abstract] | ||
Deposits with clearing agencies | $ 250 | $ 750 |
Unsettled regular way trades, net | 2,543 | |
Receivables from clearing agencies | 82,578 | 102,846 |
Receivables from brokers, dealers, and clearing agencies | 85,371 | 103,596 |
Payables to Broker-Dealers and Clearing Agencies [Abstract] | ||
Unsettled regular way trades, net | 1,997 | |
Margin payable | 107,291 | 128,561 |
Payables to brokers, dealers, and clearing agencies | $ 107,291 | $ 130,558 |
Financial Instruments (Schedule
Financial Instruments (Schedule Of Trading Securities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | $ 219,462 | $ 202,257 |
U.S. government agency MBS and CMOs [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 62,497 | 87,608 |
U.S. government agency debt securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 14,537 | 13,529 |
RMBS [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 16 | 32 |
U.S. Treasury securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 4,139 | 2,466 |
ABS [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 100 | 1 |
SBA loans [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 57,596 | 4,780 |
Corporate bonds and redeemable preferred stock [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 49,945 | 43,435 |
Foreign government bonds [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 232 | 483 |
Municipal bonds [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 24,139 | 45,709 |
Certificates of deposit [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 918 | |
Derivatives [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 5,277 | 1,118 |
Equity securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | $ 66 | $ 3,096 |
Financial Instruments (Schedu_2
Financial Instruments (Schedule Of Trading Securities Sold, Not Yet Purchased) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | $ 81,220 | $ 91,887 |
U.S. government agency MBS and CMOs [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 17 | |
U.S. Treasury securities [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 42,015 | 62,798 |
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 | 34,462 | 28,445 |
Municipal bonds [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 20 | 37 |
Derivatives [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | $ 4,706 | $ 607 |
Financial Instruments (Schedu_3
Financial Instruments (Schedule Of Other Investments) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | $ 30,352 | $ 16,576 |
Other investments, Carry Value | 30,063 | 12,867 |
Other investments, Unrealized Gain / (Loss) | (289) | (3,709) |
EuroDekania [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 4,506 | 4,827 |
Other investments, Carry Value | 1,609 | 1,143 |
Other investments, Unrealized Gain / (Loss) | (2,897) | (3,684) |
U.S. Insurance Fund [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 999 | |
Other investments, Carry Value | 1,006 | |
Other investments, Unrealized Gain / (Loss) | 7 | |
SPAC Fund [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 600 | |
Other investments, Carry Value | 602 | |
Other investments, Unrealized Gain / (Loss) | 2 | |
Equity securities [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 10,290 | 7,126 |
Other investments, Carry Value | 12,057 | 7,132 |
Other investments, Unrealized Gain / (Loss) | 1,767 | 6 |
CLOs [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 13,724 | 4,362 |
Other investments, Carry Value | 14,430 | 4,485 |
Other investments, Unrealized Gain / (Loss) | 706 | 123 |
CDOs [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 189 | 189 |
Other investments, Carry Value | 26 | 26 |
Other investments, Unrealized Gain / (Loss) | (163) | (163) |
Derivatives [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Carry Value | (251) | |
Other investments, Unrealized Gain / (Loss) | (251) | |
Residential Loans [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 44 | 72 |
Other investments, Carry Value | 330 | 358 |
Other investments, Unrealized Gain / (Loss) | 286 | 286 |
Foreign currency forward contracts [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Carry Value | 3 | (26) |
Other investments, Unrealized Gain / (Loss) | $ 3 | $ (26) |
Fair Value Disclosures (Narrati
Fair Value Disclosures (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 | 0 | 0 | 0 |
Fair value of assets transfers into level 3 | ||||
Fair value of assets transfers out of level 3 | 11,295,000 | 13,361,000 | ||
Fair value, option, changes in fair value, gains (losses) | 1,976,000 | $ (107,000) | 3,136,000 | $ (385,000) |
Alternative Investments [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value, Equity, Level 3 to Level 2 Transfers, Amount | 13,361,000 | 13,361,000 | ||
CLOs [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value, Equity, Level 3 to Level 2 Transfers, Amount | 11,295,000 | 11,295,000 | ||
Equity securities [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value, Equity, Level 3 to Level 2 Transfers, Amount | $ 2,066,000 | $ 2,066,000 |
Fair Value Disclosures (Schedul
Fair Value Disclosures (Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | $ 219,462 | $ 202,257 | |
Other investments, measured using hierarchy | 26,846 | 11,724 | |
Other investments, Carrying Value | 30,063 | 12,867 | |
Trading securities sold, not yet purchased | 81,220 | 91,887 | |
Quoted Prices In Active Markets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 4,205 | 2,555 | |
Other investments, measured using hierarchy | 11,211 | 7,106 | |
Trading securities sold, not yet purchased | 42,015 | 62,798 | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 215,257 | 197,636 | |
Other investments, measured using hierarchy | 12,474 | 107 | |
Trading securities sold, not yet purchased | 39,205 | 29,089 | |
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 | 3,161 | 4,511 | |
Investments Measured At NAV [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, at fair value | [1] | 3,217 | 1,143 |
U.S. government agency MBS and CMOs [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 62,497 | 87,608 | |
Trading securities sold, not yet purchased | 17 | ||
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 | 62,497 | 87,608 | |
Trading securities sold, not yet purchased | 17 | ||
U.S. government agency debt securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 14,537 | 13,529 | |
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 | 14,537 | 13,529 | |
RMBS [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 16 | 32 | |
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 | 16 | 32 | |
U.S. Treasury securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 4,139 | 2,466 | |
Trading securities sold, not yet purchased | 42,015 | 62,798 | |
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 | 4,139 | 2,466 | |
Trading securities sold, not yet purchased | 42,015 | 62,798 | |
ABS [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 100 | 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 | 100 | 1 | |
SBA loans [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 57,596 | 4,780 | |
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 | 57,596 | 4,780 | |
Corporate bonds and redeemable preferred stock [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 49,945 | 43,435 | |
Trading securities sold, not yet purchased | 34,462 | 28,445 | |
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 | 49,945 | 43,435 | |
Trading securities sold, not yet purchased | 34,462 | 28,445 | |
Foreign government bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 232 | 483 | |
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 | 232 | 483 | |
Municipal bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 24,139 | 45,709 | |
Trading securities sold, not yet purchased | 20 | 37 | |
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 | 24,139 | 45,709 | |
Trading securities sold, not yet purchased | 20 | 37 | |
Certificates of deposit [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 918 | ||
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 | 918 | ||
Derivatives [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 5,277 | 1,118 | |
Other investments, Carrying Value | (251) | ||
Trading securities sold, not yet purchased | 4,706 | 607 | |
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 | 5,277 | 1,118 | |
Trading securities sold, not yet purchased | 4,706 | 607 | |
Equity securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 66 | 3,096 | |
Other investments, measured using hierarchy | 12,057 | 7,132 | |
Other investments, Carrying Value | 12,057 | 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 | 66 | 89 | |
Other investments, measured using hierarchy | 11,208 | 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 | ||
Other investments, measured using hierarchy | 849 | ||
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, measured using hierarchy | 14,430 | 4,485 | |
CLOs [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | 11,295 | ||
CLOs [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | 3,135 | 4,485 | |
CDOs [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | 26 | 26 | |
CDOs [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | 26 | 26 | |
Derivatives [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | (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, measured using hierarchy | (251) | ||
Residential Loans [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | 330 | 358 | |
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, measured using hierarchy | 330 | 358 | |
Foreign currency forward contracts [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | 3 | (26) | |
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, measured using hierarchy | 3 | (26) | |
EuroDekania [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, Carrying Value | $ 1,609 | $ 1,143 | |
[1] | As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of its investments in EuroDekania, the U.S. Insurance JV, and the SPAC Fund. EuroDekania invests in hybrid capital securities of European companies. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the fair value hierarchy. |
Fair Value Disclosures (Sched_2
Fair Value Disclosures (Schedule Of Assets And Liabilities Measured With Level 3 Inputs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||||
Level 3 inputs, Beginning balance | $ 14,651 | $ 4,855 | $ 6,577 | $ 6,761 | |
Transfers into Level 3 | |||||
Transfers out of Level 3 | (11,295) | (13,361) | |||
Accretion of income | [1] | 489 | 169 | 1,330 | 938 |
Purchases | 9,600 | ||||
Sales and returns of capital | (1,103) | (306) | (1,481) | (2,996) | |
Level 3 inputs, Ending balance | 3,161 | 4,615 | 3,161 | 4,615 | |
Change in unrealized gains /(losses) | [2] | (171) | 187 | (220) | 608 |
Net Trading [Member] | |||||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||||
Transactions included in income - Gains and Losses | |||||
Gains and Losses [Member] | |||||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||||
Transactions included in income - Gains and Losses | [1] | 419 | $ (103) | 496 | $ (88) |
Alternative Investments [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 | 4,511 | ||||
Level 3 inputs, Ending balance | $ 16,064 | $ 16,064 | |||
[1] | Gains and losses and accretion of income on investments-trading are recorded as a component of net trading in the consolidated statements of operations. Gains and losses and accretion of income 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. |
Fair Value Disclosures (Quantit
Fair Value Disclosures (Quantitative Information About Level 3 Fair Value Measurements) (Details) - Significant Unobservable Inputs (Level 3) [Member] - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
CLOs [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | $ 3,135,000 | $ 4,485,000 |
Measurement Input | 2 | |
CLOs [Member] | Yield [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 9.7 | 11.8 |
CLOs [Member] | Yield [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 12.2 | 19.1 |
CLOs [Member] | Yield [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 11.1 | 13.8 |
CLOs [Member] | Duration [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Term | 6 years 9 months 18 days | 4 years 3 months 18 days |
CLOs [Member] | Duration [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Term | 8 years | 4 years 6 months |
CLOs [Member] | Duration [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Term | 7 years 3 months 18 days | 4 years 4 months 24 days |
CLOs [Member] | Default Rate [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2 | |
CLOs [Member] | Default Rate [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2 | |
CLOs [Member] | Default Rate [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2 | 2 |
Equity securities [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | $ 2,066,000 | |
Equity securities [Member] | EBITDA Multiple [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 7.6 | |
Equity securities [Member] | EBITDA Multiple [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 9.2 | |
Equity securities [Member] | EBITDA Multiple [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 8 |
Fair Value Disclosures (Fair Va
Fair Value Disclosures (Fair Value, Investments, Entities That Calculate Net Asset Value Per Share) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Aug. 06, 2018 | Dec. 31, 2017 | |
Other Investment Vehicles [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Other investments, at fair value | $ 602 | $ 1,143 | ||
U.S. Insurance Fund [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Unfunded commitments | [1] | 2,000 | ||
U.S. Insurance Fund [Member] | Other Investment Vehicles [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Other investments, at fair value | [1] | 1,609 | ||
SPAC Fund [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Other investments, at fair value | $ 600 | |||
SPAC Fund [Member] | Other Investment Vehicles [Member] | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Other investments, at fair value | [2] | $ 1,006 | ||
[1] | The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. | |||
[2] | The SPAC Fund invests in equity interests of SPACs. |
Derivative Financial Instrume_3
Derivative Financial Instruments (Narrative) (Details) € in Thousands | Sep. 30, 2018EUR (€) | Sep. 30, 2018USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) |
TBA And Other Forward Agency MBS [Member] | Short [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 1,304,554,000 | $ 1,029,844,000 | ||
TBA And Other Forward Agency MBS [Member] | Long [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 1,304,554,000 | 1,029,844,000 | ||
Foreign currency forward contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | € | € 1,000 | € 1,000 | ||
EuroDollar futures contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 0 | 0 | ||
Other Extended Settlement Trades [Member] | ||||
Derivative [Line Items] | ||||
Forward purchase commitment | 5,444,000 | 28,146,000 | ||
Forward sale commitment | $ 12,500,000 | $ 11,500,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Balance Sheet Information) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | $ 574 | $ 234 |
Investments-trading [Member] | TBAs and Other Forward Agency MBS[Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | 5,277 | 1,063 |
Investments-trading [Member] | Other Extended Settlement Trades [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | 55 | |
Other Investment At Fair Value [Member] | Foreign currency forward contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | 3 | (26) |
Trading securities sold, not yet purchased [Member] | TBAs and Other Forward Agency MBS[Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | $ (4,706) | (607) |
Trading securities sold, not yet purchased [Member] | Other Extended Settlement Trades [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | $ (251) |
Derivative Financial Instrume_5
Derivative Financial Instruments (Statement Of Operations Information) (Details) - Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative [Line Items] | ||||
Derivative financial instruments, net gain (loss) recognized | $ 1,539 | $ 1,554 | $ 5,043 | $ 5,369 |
Revenues - principal transactions and other income [Member] | Foreign currency forward contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative financial instruments, net gain (loss) recognized | 14 | (34) | 65 | (132) |
Revenues - net trading [Member] | Other Extended Settlement Trades [Member] | ||||
Derivative [Line Items] | ||||
Derivative financial instruments, net gain (loss) recognized | (10) | 4 | (10) | (15) |
Revenues - net trading [Member] | TBAs and Other Forward Agency MBS[Member] | ||||
Derivative [Line Items] | ||||
Derivative financial instruments, net gain (loss) recognized | $ 1,535 | $ 1,584 | $ 4,988 | $ 5,516 |
Collateralized Securities Tra_3
Collateralized Securities Transactions (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)entity | Apr. 25, 2018USD ($) | |
Concentration Risk [Line Items] | ||||||
Securities reverse repurchase agreements | $ 4,464,324 | $ 4,464,324 | $ 1,680,883 | |||
Fair value of securities received as collateral under reverse repurchase agreements | 4,654,319 | 4,654,319 | $ 1,753,978 | |||
Number of counterparties related to reverse repurchase agreements | entity | 19 | |||||
Securities sold under agreements to repurchase | 4,506,628 | 4,506,628 | $ 1,692,279 | |||
Fair value of securities pledged as collateral under repurchase agreements | 4,528,074 | 4,528,074 | $ 1,708,154 | |||
Intraday lending facility, commitment amount | 100,000 | $ 100,000 | ||||
Intraday lending facility, termination date | Oct. 19, 2019 | |||||
Intraday lending facility, renewal period | minus 364 days | |||||
Intraday lending facility, annual interest rate | 0.12% | |||||
Revenues | 12,237 | $ 10,001 | $ 33,765 | $ 35,867 | ||
Base Rate [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Intraday lending facility, basis spread on variable rate | 3.00% | |||||
Feds Fund Rate [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Intraday lending facility, basis spread on variable rate | 0.50% | |||||
FICC [Member] | Minimum [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Line of credit, borrowing capacity | $ 25,000 | |||||
Product Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Revenues | $ 1,401 | $ 1,091 | $ 3,450 | $ 2,633 |
Collateralized Securities Tra_4
Collateralized Securities Transactions (Schedule Of Repurchase Agreements Accounted For As Secured Borrowings) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Securities sold under agreements to repurchase | $ 4,506,628 | $ 1,692,279 |
Receivables under resale agreements | 4,464,324 | 1,680,883 |
Repurchase Agreements [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 7,357,920 | 2,066,599 |
Reverse repurchase agreements with FICC netted with repurchase agreements with FICC | (2,851,292) | (374,320) |
Securities sold under agreements to repurchase | 4,506,628 | 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 | 5,956,755 | 1,179,484 |
Repurchase Agreements [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 121,721 | 887,115 |
Repurchase Agreements [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 252,126 | |
Repurchase Agreements [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 1,027,318 | |
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 | 6,991,827 | 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 | 5,936,630 | 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 | 27,879 | 475,430 |
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 | 1,027,318 | |
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 345,968 | 411,685 |
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 | 93,842 | 411,685 |
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 | 252,126 | |
Repurchase Agreements [Member] | SBA loans [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized liabilities for repurchase agreements | 20,125 | 4,847 |
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 | 20,125 | 4,847 |
Reverse Repurchase Agreements [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized assets for reverse repurchase agreements | 7,315,616 | 2,055,203 |
Reverse repurchase agreements with FICC netted with repurchase agreements with FICC | (2,851,292) | (374,320) |
Receivables under resale agreements | 4,464,324 | 1,680,883 |
Reverse Repurchase Agreements [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized assets for reverse repurchase agreements | 1,502,941 | 25,004 |
Reverse Repurchase Agreements [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized assets for reverse repurchase agreements | 3,688,416 | 926,391 |
Reverse Repurchase Agreements [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized assets for reverse repurchase agreements | 1,099,644 | 750,018 |
Reverse Repurchase Agreements [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized assets for reverse repurchase agreements | 1,024,615 | 353,790 |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized assets for reverse repurchase agreements | 6,970,712 | 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 assets for reverse repurchase agreements | 1,502,941 | 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 assets for reverse repurchase agreements | 3,595,560 | 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 assets for reverse repurchase agreements | 847,596 | 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 assets for reverse repurchase agreements | 1,024,615 | 353,790 |
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Gross amount of recognized assets for reverse repurchase agreements | 344,904 | 411,611 |
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 assets for reverse repurchase agreements | 92,856 | $ 411,611 |
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 assets for reverse repurchase agreements | $ 252,048 |
Other Assets And Accounts Pay_3
Other Assets And Accounts Payable And Other Liabilities (Schedule Of Other Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of other assets | ||
Deferred costs | $ 409 | |
Prepaid expenses | 1,096 | $ 796 |
Prepaid income taxes | 18 | |
Security deposits | 423 | 272 |
Miscellaneous other assets | 20 | 46 |
Furniture, equipment and leasehold improvements, net | 795 | 392 |
Intangible assets | 166 | 166 |
Other assets | $ 2,927 | $ 1,672 |
Other Assets And Accounts Pay_4
Other Assets And Accounts Payable And Other Liabilities (Schedule Of Accounts Payable And Other Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of accounts payable and other liabilities | |||
Accounts payable | $ 182 | $ 249 | |
Redeemable financial instruments accrued interest | [1] | 493 | 398 |
Rent payable | 139 | 75 | |
Accrued interest payable | 676 | 629 | |
Accrued interest on securities sold, not yet purchased | 772 | 604 | |
Payroll taxes payable | 663 | 685 | |
Counterparty cash payable | [2] | 11,037 | 1,219 |
Other general accrued expenses | 1,846 | 1,349 | |
Severance payable | 121 | ||
Accounts payable and other liabilities | $ 15,929 | $ 5,208 | |
[1] | The redeemable financial instruments accrued interest represents accrued interest on the JKD Capital Partners 1 LTD redeemable financial instrument and the DGC Family Fintech Trust/CBF redeemable financial instrument. See note 14. | ||
[2] | Counterparty cash payable represents cash collateral received due to margin calls on the Company's reverse repurchase securities. This cash is owed to the counterparty. See note 11. |
Variable Interest Entities (Nar
Variable Interest Entities (Narrative) (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Variable Interest Entities [Abstract] | ||
VIE liabilities, contingent liabilities, and guarantees | $ 0 | $ 0 |
Variable Interest Entities (Sch
Variable Interest Entities (Schedule Of Variable Interest Entities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Variable Interest Entity [Line Items] | ||||||
Other investments, fair value | $ 3,161 | $ 14,651 | $ 6,577 | $ 4,615 | $ 4,855 | $ 6,761 |
Maximum Exposure | 16,064 | 4,511 | ||||
Alternative Investments [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Other investments, fair value | $ 16,064 | $ 4,511 |
Redeemable Financial Instrume_3
Redeemable Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | Jan. 31, 2017 | Oct. 03, 2016 |
Related Party Transaction [Line Items] | |||||
Redeemable financial instrument | $ 16,732 | $ 16,732 | |||
DGC Family Fintech Trust/CBF [Member] | |||||
Related Party Transaction [Line Items] | |||||
Redeemable financial instrument | $ 10,000 | 10,000 | 10,000 | ||
Due to investors, annual return on investment | 3.20% | ||||
Due to investors, additional return on investment | 15.00% | ||||
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 Investor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Redeemable financial instrument | $ 6,732 | $ 6,732 | $ 1,000 | $ 6,000 | |
Due to investors, annual return on investment | 50.00% | ||||
DGC Family Fintech Trust/CBF And JKD Capital Partners I, LTD [Member] | |||||
Related Party Transaction [Line Items] | |||||
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 | ||||
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 $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, 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] | JKD Investor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Redeemable financial instrument | $ 12,000 | ||||
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 | ||||
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 |
Redeemable Financial Instrume_4
Redeemable Financial Instruments (Schedule Of Redeemable Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 29, 2017 | Jan. 31, 2017 | Oct. 03, 2016 |
Related Party Transaction [Line Items] | |||||
Outstanding balance | $ 16,732 | $ 16,732 | |||
Accrued Interest | 493 | 398 | |||
JKD Investor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance | 6,732 | 6,732 | $ 1,000 | $ 6,000 | |
Accrued Interest | 415 | 367 | |||
DGC Family Fintech Trust/CBF [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance | 10,000 | 10,000 | $ 10,000 | ||
Accrued Interest | $ 78 | $ 31 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Apr. 25, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 01, 2017 | |
Debt Instrument [Line Items] | ||||||
Payment of convertible debt | $ 1,461,000 | |||||
Common Stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
MB Financial Bank, N.A. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | |||||
Aggregate borrowing capacity | $ 25,000,000 | |||||
Maturity date | Apr. 10, 2020 | |||||
Commitment fee amount | $ 250,000 | |||||
Undrawn commitment fee percentage | 0.50% | |||||
Line of Credit Facility, possible request of reduction in borrowing commitment | $ 1,000,000 | |||||
Line of Credit Facility, possible request of reduction in borrowing commitment multiple after initial request | $ 500,000 | |||||
Line of Credit Facility, request reduction notice period | 5 days | |||||
Current borrowing | $ 0 | |||||
Alesco Capital Trust I [Member] | Junior subordinated debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | [1] | $ 28,125,000 | $ 28,125,000 | |||
Stated interest rate | [1],[2] | 6.34% | ||||
Sunset Financial Statutory Trust I [Member] | Junior subordinated debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | [1] | $ 20,000,000 | 20,000,000 | |||
Fair value of common securities | $ 0 | |||||
Stated interest rate | [1],[2] | 6.49% | ||||
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 15,000,000 | |||||
Proceeds from Issuance of Debt | 15,000,000 | |||||
Debt Issuance Costs, Gross | $ 600,000 | $ 600,000 | ||||
Debt extension term | 1 year | |||||
Stated interest rate | 8.00% | |||||
Debt instrument, dividend threshold for reduced payment | $ 0.20 | |||||
Contingent portion of interest payable | 50.00% | |||||
Portion of interest payable added to principal | 50.00% | |||||
Interest rate, in event of default | 9.00% | |||||
Conversion price per unit | $ 1.45 | |||||
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 | 15,000,000 | ||||
Stated interest rate | [2] | 8.00% | ||||
Conversion price per unit | $ 1.45 | |||||
Debt Instrument, Convertible, Conversion Ratio | 10 | |||||
Debt instrument, noncontrolling interests, convertible price | $ 14.50 | |||||
8.00% Contingent Convertible Senior Notes Due 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per unit | 30 | |||||
8.00% Contingent Convertible Senior Notes Due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per unit | $ 12 | |||||
Contingency shares outstanding threshold for conversion | 19.99% | |||||
8.00% Contingent Convertible Senior Notes Due 2019 [Member] | Contingent Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | $ 6,786,000 | $ 8,248,000 | ||||
Stated interest rate | [2] | 8.00% | ||||
Conversion price per unit | $ 12 | |||||
[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 held by the Company. These trusts are VIEs and the Company does not consolidate them even though the Company holds common stock. The Company carries the common stock on its balance sheet at a value of $0. | |||||
[2] | Represents the interest rate in effect as of the last day of the reporting period. |
Debt (Debt Outstanding) (Detail
Debt (Debt Outstanding) (Details) | 9 Months Ended | ||||
Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2017 | Dec. 31, 2017USD ($)$ / shares | Sep. 01, 2017$ / shares | ||
Debt Instrument [Line Items] | |||||
Long term debt less debt discount | $ 43,372,000 | $ 44,177,000 | |||
Redeemable noncontrolling interest, membership units not held, share ratio | 10 | 10 | |||
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Contingent Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Less unamortized debt issuance costs | $ (1,039,000) | $ (1,343,000) | |||
Long term debt less debt discount | 20,747,000 | 21,905,000 | |||
Junior subordinated debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Less unamortized discount | [1] | (25,500,000) | (25,853,000) | ||
Long term debt less debt discount | [1] | 22,625,000 | 22,272,000 | ||
Junior subordinated notes | 49,614,000 | ||||
Ownership value of common stock of trusts | $ 1,489,000 | ||||
MB Financial Bank, N.A. [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity | Apr. 30, 2020 | ||||
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Current Outstanding Par | $ 15,000,000 | ||||
Interest Rate | 8.00% | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.45 | ||||
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 | 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 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 12 | ||||
8.00% Contingent Convertible Senior Notes Due 2019 [Member] | Contingent Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 6,786,000 | 8,248,000 | |||
Interest Rate | [2] | 8.00% | |||
Maturity | [4] | Sep. 30, 2019 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 12 | ||||
Alesco Capital Trust I [Member] | Junior subordinated debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | [1] | $ 28,125,000 | 28,125,000 | ||
Interest Rate | [1],[2] | 6.34% | |||
Maturity | [1] | Jul. 31, 2037 | |||
Sunset Financial Statutory Trust I [Member] | Junior subordinated debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | [1] | $ 20,000,000 | $ 20,000,000 | ||
Interest Rate | [1],[2] | 6.49% | |||
Maturity | [1] | Mar. 31, 2035 | |||
Fair value of common securities | $ 0 | ||||
[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 held by the Company. These trusts are VIEs and the Company does not consolidate them even though the Company holds 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’s Common Stock 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. See discussion below and note 17 to our Annual Report on Form 10-K for the year ended December 31, 2017. | ||||
[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, at a conversion price of $12.00 per share, subject to certain anti-dilution stipulations. |
Equity (Narrative) (Details)
Equity (Narrative) (Details) $ / shares in Units, $ in Thousands | Aug. 29, 2018USD ($)$ / sharesshares | May 25, 2018USD ($)$ / sharesshares | Sep. 01, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2017$ / sharesshares |
Permanent Equity [Line Items] | |||||||||
Reverse stock split | 10 | ||||||||
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Common Stock, pre split par value | $ / shares | $ 0.001 | ||||||||
Fractional shares issued | shares | 0 | ||||||||
Cash payment in lieu of shares | $ 4 | ||||||||
Common Stock, shares outstanding | shares | 1,262,584 | 1,221,520 | 1,221,520 | 1,213,022 | |||||
Unvested restricted stock issued | shares | 81,098 | ||||||||
Ratio of Common Stock to membership units | 0.1 | ||||||||
Purchase of common stock, shares | shares | 17,555 | 2,774 | 5,720 | ||||||
Shares repurchased, price per share | $ / shares | $ 10 | $ 12 | |||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 176 | $ 33 | |||||||
Series E Preferred Stock [Member] | |||||||||
Permanent Equity [Line Items] | |||||||||
Preferred Stock, shares outstanding | shares | 4,983,557 | 4,983,557 | 4,983,557 | ||||||
Ratio of shares to vote for vice chairman | 10 | ||||||||
10b5-1 Plan [Member] | |||||||||
Permanent Equity [Line Items] | |||||||||
Repurchase amount authorized | $ 2,000 | ||||||||
Purchase of common stock, shares | shares | 10,390 | 5,440 | 40,202 | 5,720 | |||||
Treasury Stock, Value, Acquired, Par Value Method | $ 105 | $ 63 | $ 425 | $ 66 | |||||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||||||
Permanent Equity [Line Items] | |||||||||
Redemption of non-controlling interest, net | 14 | (14) | |||||||
Additional paid-in capital [Member] | |||||||||
Permanent Equity [Line Items] | |||||||||
Redemption of non-controlling interest, net | (139) | 153 | |||||||
Non-controlling Interest [Member] | |||||||||
Permanent Equity [Line Items] | |||||||||
Redemption of non-controlling interest, net | $ 125 | $ (139) |
Equity (Schedule Of Unrestricte
Equity (Schedule Of Unrestricted Common Stock Activity) (Details) | 9 Months Ended |
Sep. 30, 2018shares | |
Equity [Abstract] | |
Shares, Beginning | 1,136,090 |
Vesting of shares | 57,138 |
Shares withheld and retired for employee taxes | (7,430) |
Repurchase and retirement of common stock | (57,757) |
Shares, Ending | 1,128,041 |
Equity (Operating LLC Membershi
Equity (Operating LLC Membership Units) (Details) | 9 Months Ended |
Sep. 30, 2018shares | |
Membership Units Received Net Of Surrenders | (330,450) |
Unit Issuance And Surrender Agreement [Member] | |
Membership Units Received Net Of Surrenders | 247,120 |
Retirement of Common Stock [Member] | |
Membership Units Received Net Of Surrenders | (577,570) |
Equity (Schedule Of Effects Of
Equity (Schedule Of Effects Of Changes In Ownership Interest Subsidiary) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||||
Net income (loss) attributable to Cohen & Company Inc. | $ (651) | $ (547) | $ (2,045) | $ 551 |
Increase / (decrease) in Cohen & Company Inc. paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net | (139) | 153 | ||
Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest | $ (2,184) | $ 704 |
Net Capital Requirements (Narra
Net Capital Requirements (Narrative) (Details) $ in Thousands | Sep. 30, 2018USD ($) |
JVB's [Member] | |
Net Capital Requirements [Line Items] | |
Actual Net Capital or Liquid Capital | $ 51,962 |
Excess | 51,712 |
Cohen and Company Financial Limited [Member] | |
Net Capital Requirements [Line Items] | |
Actual Net Capital or Liquid Capital | 1,587 |
Amount Required | 1,080 |
Excess | $ 507 |
Earnings _ (Loss) Per Common _3
Earnings / (Loss) Per Common Share (Schedule of Earnings / (Loss) Per Common Share) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | ||
Earnings Per Share [Line Items] | |||||
Net income / (loss) attributable to Cohen & Company | $ | $ (651) | $ (547) | $ (2,045) | $ 551 | |
Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership | $ | [1] | (583) | (211) | (1,530) | 274 |
Add / (deduct): Adjustment | $ | [2] | 283 | (30) | 596 | (29) |
Net income / (loss) on a fully converted basis | $ | $ (951) | $ (788) | $ (2,979) | $ 796 | |
Weighted average common shares outstanding - Basic | 1,145,323 | 1,212,826 | 1,163,572 | 1,209,585 | |
Unrestricted Operating LLC membership units exchangeable into Cohen & Company shares | [1] | 532,409 | 532,409 | 532,409 | 532,409 |
Restricted units or shares | 13,938 | ||||
Weighted average common shares outstanding - Diluted | [3] | 1,677,732 | 1,745,235 | 1,695,981 | 1,755,932 |
Net income / (loss) per common share - Basic | $ / shares | $ (0.57) | $ (0.45) | $ (1.76) | $ 0.46 | |
Net income / (loss) per common share - Diluted | $ / shares | $ (0.57) | $ (0.45) | $ (1.76) | $ 0.45 | |
Redeemable noncontrolling interest, membership units not held, share ratio | 10 | 10 | |||
Antidilutive securities excluded from computation of earnings per share | 26,168 | 14,059 | 22,400 | ||
Convertible Debt Securities [Member] | 8.00% Contingent Convertible Senior Notes Due 2019 [Member] | |||||
Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 293,865 | 274,917 | 281,233 | 274,917 | |
Convertible Debt Securities [Member] | 8.00% Contingent Convertible Senior Notes Due 2022 [Member] | |||||
Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 1,034,483 | 1,034,483 | 1,034,483 | 773,947 | |
[1] | The Operating LLC membership units not held by Cohen & Company Inc. (that is, those held by the non-controlling interest for the nine months ended September 30, 2018 and 2017) 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 three months ended September 30, 2018 weighted average common shares outstanding excludes (i) 26,168 shares representing restricted Common Stock (ii) 293,865 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. For the nine months ended September 30, 2018, weighted average common shares outstanding excludes (i) 22,400 shares representing restricted Common Stock (ii) 281,233 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive.For the three months ended September 30, 2017, weighted average common shares outstanding excludes (i) 14,059 shares representing restricted Operating LLC membership units, restricted Common Stock, and restricted units of Common Stock (ii) 274,917 shares from the assumed conversion of the 2013 Convertible Notes and (iii) 1,034,483 shares from the assumed conversion of the 2017 Note because the inclusion of these shares would be anti-dilutive. For the nine months ended September 30, 2017, weighted average common shares outstanding excluded (i) 274,917 from the assumed conversion of the 2013 Convertible Notes and (ii)773,947 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Oct. 31, 2013 | Sep. 30, 2018 | |
Commitments And Contingencies [Abstract] | ||
Litigation settlement expense | $ 50 | |
Income Tax Examination, Estimate of Possible Loss | $ 4,683 |
Segment And Geographic Inform_3
Segment And Geographic Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2018segment | |
Segment And Geographic Information [Abstract] | |
Number of Operating Segments | 3 |
Segment And Geographic Inform_4
Segment And Geographic Information (Schedule Of Segment Reporting Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Segment Reporting Information [Line Items] | ||||||
Principal transactions and other income | $ 2,603 | $ 222 | $ 4,872 | $ 5,515 | ||
Total revenues | 12,237 | 10,001 | 33,765 | 35,867 | ||
Total operating expenses | 11,881 | 9,012 | 32,394 | 30,564 | ||
Operating income (loss) | 356 | 989 | 1,371 | 5,303 | ||
Interest expense | (2,185) | (1,606) | (6,205) | (4,330) | ||
Income (loss) before income tax expense (benefit) | (1,829) | (617) | (4,834) | 973 | ||
Income tax expense (benefit) | (595) | 141 | (1,259) | 148 | ||
Net income (loss) | (1,234) | (758) | (3,575) | 825 | ||
Less: Net income (loss) attributable to the non-controlling interest | (583) | (211) | (1,530) | 274 | ||
Net income (loss) attributable to Cohen & Company Inc. | (651) | (547) | (2,045) | 551 | ||
Depreciation and amortization (included in total operating expense) | 63 | 60 | 176 | 187 | ||
Operating Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Principal transactions and other income | 2,603 | 222 | 4,872 | 5,515 | ||
Total revenues | 12,237 | 10,001 | 33,765 | 35,867 | ||
Total operating expenses | 9,980 | 7,190 | 27,220 | 24,383 | ||
Operating income (loss) | 2,257 | 2,811 | 6,545 | 11,484 | ||
Interest expense | (132) | (203) | ||||
Income (loss) before income tax expense (benefit) | 2,125 | 2,811 | 6,342 | 11,484 | ||
Net income (loss) | 2,125 | 2,811 | 6,342 | 11,484 | ||
Net income (loss) attributable to Cohen & Company Inc. | 2,125 | 2,811 | 6,342 | 11,484 | ||
Depreciation and amortization (included in total operating expense) | 10 | 17 | 42 | 54 | ||
Unallocated [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total operating expenses | 1,901 | 1,822 | 5,174 | [1] | 6,181 | [1] |
Operating income (loss) | (1,901) | (1,822) | (5,174) | [1] | (6,181) | [1] |
Interest expense | (2,053) | (1,606) | (6,002) | [1] | (4,330) | [1] |
Income (loss) before income tax expense (benefit) | (3,954) | (3,428) | (11,176) | [1] | (10,511) | [1] |
Income tax expense (benefit) | (595) | 141 | (1,259) | [1] | 148 | [1] |
Net income (loss) | (3,359) | (3,569) | (9,917) | [1] | (10,659) | [1] |
Less: Net income (loss) attributable to the non-controlling interest | (583) | (211) | (1,530) | [1] | 274 | [1] |
Net income (loss) attributable to Cohen & Company Inc. | (2,776) | (3,358) | (8,387) | [1] | (10,933) | [1] |
Depreciation and amortization (included in total operating expense) | 53 | 43 | 134 | [1] | 133 | [1] |
Capital Markets [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Principal transactions and other income | 17 | (2) | 33 | 4 | ||
Total revenues | 6,833 | 7,998 | 21,099 | 24,154 | ||
Total operating expenses | 7,543 | 6,053 | 21,171 | 20,576 | ||
Operating income (loss) | (710) | 1,945 | (72) | 3,578 | ||
Interest expense | (99) | (170) | ||||
Income (loss) before income tax expense (benefit) | (809) | 1,945 | (242) | 3,578 | ||
Net income (loss) | (809) | 1,945 | (242) | 3,578 | ||
Net income (loss) attributable to Cohen & Company Inc. | (809) | 1,945 | (242) | 3,578 | ||
Depreciation and amortization (included in total operating expense) | 9 | 16 | 39 | 51 | ||
Asset Management [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Principal transactions and other income | 152 | 230 | 538 | 4,995 | ||
Total revenues | 2,970 | 2,009 | 8,365 | 11,197 | ||
Total operating expenses | 2,017 | 1,042 | 5,437 | 3,521 | ||
Operating income (loss) | 953 | 967 | 2,928 | 7,676 | ||
Interest expense | (33) | (33) | ||||
Income (loss) before income tax expense (benefit) | 920 | 967 | 2,895 | 7,676 | ||
Net income (loss) | 920 | 967 | 2,895 | 7,676 | ||
Net income (loss) attributable to Cohen & Company Inc. | 920 | 967 | 2,895 | 7,676 | ||
Depreciation and amortization (included in total operating expense) | 1 | 1 | 3 | 3 | ||
Principal Investing [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Principal transactions and other income | 2,434 | (6) | 4,301 | 516 | ||
Total revenues | 2,434 | (6) | 4,301 | 516 | ||
Total operating expenses | 420 | 95 | 612 | 286 | ||
Operating income (loss) | 2,014 | (101) | 3,689 | 230 | ||
Income (loss) before income tax expense (benefit) | 2,014 | (101) | 3,689 | 230 | ||
Net income (loss) | 2,014 | (101) | 3,689 | 230 | ||
Net income (loss) attributable to Cohen & Company Inc. | 2,014 | (101) | 3,689 | 230 | ||
Net Trading [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 6,816 | 5,988 | 20,193 | 20,158 | ||
Net Trading [Member] | Operating Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 6,816 | 5,988 | 20,193 | 20,158 | ||
Net Trading [Member] | Capital Markets [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 6,816 | 5,988 | 20,193 | 20,158 | ||
Asset Management [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 2,818 | 1,779 | 7,827 | 6,202 | ||
Asset Management [Member] | Operating Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 2,818 | 1,779 | 7,827 | 6,202 | ||
Asset Management [Member] | Asset Management [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 2,818 | 1,779 | 7,827 | 6,202 | ||
New Issue And Advisor [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 2,012 | 873 | 3,992 | |||
New Issue And Advisor [Member] | Operating Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 2,012 | 873 | 3,992 | |||
New Issue And Advisor [Member] | Capital Markets [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 2,012 | $ 873 | $ 3,992 | |||
[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 Inform_5
Segment And Geographic Information (Reconciliation Of Assets From Segment To Consolidated) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | $ 4,820,292 | $ 2,036,258 | |
Goodwill | [1] | 7,992 | 7,992 |
Intangible assets | [1] | 166 | 166 |
Operating Segments [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 4,815,759 | 2,030,083 | |
Goodwill | [1] | 7,992 | 7,992 |
Intangible assets | [1] | 166 | 166 |
Unallocated [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | [2] | 4,533 | 6,175 |
Capital Markets [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 4,782,543 | 2,014,061 | |
Goodwill | [1] | 7,937 | 7,937 |
Intangible assets | [1] | 166 | 166 |
Asset Management [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 3,153 | 3,155 | |
Goodwill | [1] | 55 | 55 |
Principal Investing [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | $ 30,063 | $ 12,867 | |
[1] | Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table 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. Such amounts are excluded in business segment reporting to the chief operating decision maker. |
Segment And Geographic Inform_6
Segment And Geographic Information (Revenue By Geographic Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Revenues | $ 12,237 | $ 10,001 | $ 33,765 | $ 35,867 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Revenues | 10,406 | 7,604 | 28,461 | 29,499 |
United Kingdom & Other [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Revenues | $ 1,831 | $ 2,397 | $ 5,304 | $ 6,368 |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosure (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Debt Conversion [Line Items] | ||||
Interest paid | $ 5,300 | $ 3,919 | ||
Income taxes paid | 36 | 47 | ||
Income tax refunds | 8 | 83 | ||
Legal and financial advisory fees | $ 24 | 72 | ||
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | ||||
Debt Conversion [Line Items] | ||||
Debt Instrument, Fee Amount | 600 | |||
Discount on debt | 600 | 600 | 600 | |
Additional paid-in capital [Member] | ||||
Debt Conversion [Line Items] | ||||
Redemption of non-controlling interest, net | (139) | 153 | ||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Debt Conversion [Line Items] | ||||
Redemption of non-controlling interest, net | 14 | (14) | ||
Non-controlling Interest [Member] | ||||
Debt Conversion [Line Items] | ||||
Redemption of non-controlling interest, net | 125 | (139) | ||
Daniel G. Cohen [Member] | ||||
Debt Conversion [Line Items] | ||||
Legal and financial advisory fees | $ 600 | |||
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 | 15,000 | $ 15,000 | |
Daniel G. Cohen [Member] | ||||
Debt Conversion [Line Items] | ||||
Legal and financial advisory fees | $ 600 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 29, 2018 | May 25, 2018 | Sep. 29, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Oct. 03, 2016 |
Related Party Transaction [Line Items] | |||||||||||||||
Securities sold under agreements to repurchase | $ 4,506,628 | $ 4,506,628 | $ 1,692,279 | ||||||||||||
Fair value of securities pledged as collateral under repurchase agreements | 4,528,074 | 4,528,074 | 1,708,154 | ||||||||||||
Redeemable financial instrument | 16,732 | 16,732 | 16,732 | ||||||||||||
Cash and cash equivalents | 5,166 | $ 22,133 | 5,166 | $ 22,133 | 22,933 | $ 15,216 | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 24 | $ 72 | |||||||||||||
Company matching percent | 50.00% | ||||||||||||||
Percent of employees gross salary qualifying for matching contributions | 3.00% | ||||||||||||||
Company plan contributions | 46 | 41 | $ 164 | $ 177 | |||||||||||
Purchase of common stock, shares | 17,555 | 2,774 | 5,720 | ||||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 176 | $ 33 | |||||||||||||
Shares repurchased, price per share | $ 10 | $ 12 | |||||||||||||
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 agreements to repurchase | 64,534 | 64,534 | 64,370 | ||||||||||||
Fair value of securities pledged as collateral under repurchase agreements | 66,455 | 66,455 | 66,862 | ||||||||||||
Interest Expense, Related Party | 480 | 370 | 1,369 | $ 930 | |||||||||||
Cash and cash equivalents | 0 | 0 | 81 | ||||||||||||
Daniel G. Cohen [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 600 | ||||||||||||||
JKD Investor [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Redeemable financial instrument | 6,732 | 6,732 | 6,732 | $ 1,000 | $ 6,000 | ||||||||||
CBF Cohen Bros. Financial [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 8,000 | ||||||||||||||
DGC Family Fintech Trust/CBF [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Redeemable financial instrument | 10,000 | 10,000 | 10,000 | $ 10,000 | |||||||||||
Related Party Transaction, Amounts of Transaction | 10,000 | ||||||||||||||
DGC Family Fintech Trust [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 2,000 | ||||||||||||||
Fin Tech Acquisition Corp II [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related parties, agreement period for accounting and support services | 24 months | ||||||||||||||
Principal transactions and other income | 12 | $ 1 | 17 | $ 1 | |||||||||||
Board of Directors, Vice Chairman [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Reduction in rent and utility expenses | 11 | $ 0 | |||||||||||||
Lease Expiration Date | May 31, 2017 | ||||||||||||||
COHN, LLC [Member] | Fin Tech Acquisition Corp II [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Principal transactions and other income | $ 397 | $ 397 | |||||||||||||
COHN, LLC [Member] | Fin Tech Acquisition Corp II [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Acquired publicly traded shares | $ 2,513 | ||||||||||||||
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 | 10,390 | 5,440 | 40,202 | 5,720 | |||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 105 | $ 63 | $ 425 | $ 66 |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Related Party Transactions) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Net trading | $ 6,816 | $ 5,988 | $ 20,193 | $ 20,158 |
TBBK [Member] | ||||
Related Party Transaction [Line Items] | ||||
Net trading | 4 | 25 | 13 | |
E.B.C. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expense (income) incurred | 61 | 59 | 180 | 176 |
Edward E. Cohen IRA [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expense (income) incurred | 111 | 109 | 328 | 322 |
DGC Family Fintech Trust [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expense (income) incurred | 405 | 359 | 1,167 | 794 |
CBF [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expense (income) incurred | 163 | 358 | ||
JKD Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expense (income) incurred | 415 | 210 | 1,291 | 465 |
Fin Tech Acquisition Corp II [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other revenue | 12 | 1 | 17 | 1 |
Mead Park Advisors LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Professional fee and other operating | 50 | |||
Affiliated Entity [Member] | ||||
Related Party Transaction [Line Items] | ||||
Net trading | 4 | 25 | 13 | |
Other revenue | 12 | 1 | 17 | 1 |
Professional fee and other operating | 50 | |||
Interest expense (income) incurred | $ 1,155 | $ 737 | $ 3,324 | $ 1,757 |
Due From _ Due To Related Par_3
Due From / Due To Related Parties (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 449 | $ 545 |
Employees [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 449 | $ 545 |