Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 04, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-32026 | ||
Entity Registrant Name | Cohen & Co Inc. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 16-1685692 | ||
Entity Address, Address Line One | 2929 Arch Street | ||
Entity Address, Address Line Two | Suite 1703 | ||
Entity Address, City or Town | Philadelphia | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19104 | ||
City Area Code | 215 | ||
Local Phone Number | 701-9555 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | COHN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.4 | ||
Entity Common Stock, Shares Outstanding | 1,246,710 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001270436 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Documents Incorporated By Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Registrant’s 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 8,304 | $ 14,106 |
Receivables from brokers, dealers, and clearing agencies | 96,132 | 129,812 |
Due from related parties | 466 | 793 |
Other receivables | 46,625 | 12,072 |
Investments-trading | 307,852 | 301,235 |
Other investments, at fair value | 14,864 | 13,768 |
Receivables under resale agreements | 7,500,002 | 7,632,230 |
Investment in equity method affiliates | 3,799 | |
Goodwill | 7,992 | 7,992 |
Right-of-use asset - operating leases | 7,155 | |
Other assets | 8,433 | 3,621 |
Total assets | 8,001,624 | 8,115,629 |
Liabilities | ||
Payables to brokers, dealers, and clearing agencies | 241,261 | 201,598 |
Accounts payable and other liabilities | 20,295 | 11,452 |
Accrued compensation | 4,046 | 5,254 |
Lease liability - operating leases | 7,693 | |
Trading securities sold, not yet purchased | 77,947 | 120,122 |
Securities sold under agreements to repurchase | 7,534,443 | 7,671,764 |
Deferred income taxes | 1,339 | 2,017 |
Redeemable financial instruments | 16,983 | 17,448 |
Debt | 48,861 | 43,536 |
Total liabilities | 7,952,868 | 8,073,191 |
Commitments and contingencies (See note 28) | ||
Stockholders' Equity: | ||
Voting Non-Convertible Preferred Stock, $0.001 par value per share, 60,000,000 shares authorized, 27,413,098 and 4,983,557 shares issued and outstanding, respectively | 27 | 5 |
Common Stock, $0.01 par value per share, 100,000,000 shares authorized, 1,193,624 and 1,204,196 shares issued and outstanding, respectively, including 73,715 and 93,479 unvested restricted share awards, respectively | 12 | 12 |
Additional paid-in capital | 68,714 | 68,591 |
Accumulated other comprehensive loss | (915) | (908) |
Accumulated deficit | (34,519) | (31,926) |
Total stockholders' equity | 33,319 | 35,774 |
Non-controlling interest | 15,437 | 6,664 |
Total equity | 48,756 | 42,438 |
Total liabilities and equity | $ 8,001,624 | $ 8,115,629 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 1,193,624 | 1,204,196 |
Common Stock, shares outstanding | 1,193,624 | 1,204,196 |
Common Stock, unvested or restricted share awards | 73,715 | 93,479 |
Voting Non-Convertible Preferred Stock [Member] | ||
Preferred Stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 60,000,000 | 60,000,000 |
Preferred Stock, shares issued | 27,413,098 | 4,983,557 |
Preferred Stock, shares outstanding | 27,413,098 | 4,983,557 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||
Principal transactions and other income | $ 2,103 | $ 4,573 | $ 6,396 |
Total revenues | 49,666 | 49,386 | 47,542 |
Operating expenses | |||
Compensation and benefits | 25,972 | 25,385 | 22,527 |
Business development, occupancy, equipment | 3,402 | 2,995 | 2,723 |
Subscriptions, clearing, and execution | 9,682 | 8,627 | 7,296 |
Professional fee and other operating | 6,251 | 8,459 | 7,345 |
Depreciation and amortization | 318 | 261 | 249 |
Total operating expenses | 45,625 | 45,727 | 40,140 |
Operating income (loss) | 4,041 | 3,659 | 7,402 |
Non-operating income (expense) | |||
Interest expense, net | (7,584) | (8,487) | (6,178) |
Income (loss) from equity method affiliates | (553) | ||
Income (loss) before income tax expense (benefit) | (4,096) | (4,828) | 1,224 |
Income tax expense (benefit) | (523) | (841) | (1,211) |
Net income (loss) | (3,573) | (3,987) | 2,435 |
Less: Net income (loss) attributable to the non-controlling interest | (1,519) | (1,524) | 371 |
Net income (loss) attributable to Cohen & Company Inc. | $ (2,054) | $ (2,463) | $ 2,064 |
Income (loss) per common share-basic: | |||
Basic income (loss) per common share | $ (1.81) | $ (2.14) | $ 1.71 |
Weighted average shares outstanding-basic | 1,136,574 | 1,152,073 | 1,206,906 |
Income (loss) per common share-diluted: | |||
Diluted income (loss) per common share | $ (1.81) | $ (2.14) | $ 1.60 |
Weighted average shares outstanding-diluted | 1,681,173 | 1,684,482 | 2,592,254 |
Dividends declared per common share | $ 0.40 | $ 0.80 | $ 0.80 |
Comprehensive income (loss) | |||
Net income (loss) | $ (3,573) | $ (3,987) | $ 2,435 |
Other comprehensive income (loss) item: | |||
Foreign currency translation adjustments, net of tax of $0 | (2) | (118) | 309 |
Other comprehensive income (loss), net of tax of $0 | (2) | (118) | 309 |
Comprehensive income (loss) | (3,575) | (4,105) | 2,744 |
Less: comprehensive income (loss) attributable to the non-controlling interest | (1,518) | (1,562) | 461 |
Comprehensive income (loss) attributable to Cohen & Company Inc. | (2,057) | (2,543) | 2,283 |
Net Trading [Member] | |||
Revenues | |||
Total revenue | 38,172 | 29,298 | 26,909 |
Asset Management [Member] | |||
Revenues | |||
Total revenue | 7,560 | 12,536 | 7,897 |
New Issue And Advisory [Member] | |||
Revenues | |||
Total revenue | $ 1,831 | $ 2,979 | $ 6,340 |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations And Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Operations And Comprehensive Income/(Loss) [Abstract] | |||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 |
Other comprehensive income (loss), tax | $ 0 | $ 0 | $ 0 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Equity - USD ($) $ in Thousands | Series F Preferred Stock [Member]COHN, LLC [Member]Preferred Stock | Series F Preferred Stock [Member]COHN, LLC [Member]Common Stock | Series F Preferred Stock [Member]COHN, LLC [Member]Additional paid-in capital [Member] | Series F Preferred Stock [Member]COHN, LLC [Member]Retained Earnings/ (Accumulated Deficit) | Series F Preferred Stock [Member]COHN, LLC [Member]Accumulated Other Comprehensive Income (Loss) | Series F Preferred Stock [Member]COHN, LLC [Member]Total Stockholders' Equity [Member] | Series F Preferred Stock [Member]COHN, LLC [Member]Non-controlling Interest [Member] | Series F Preferred Stock [Member]COHN, LLC [Member] | Preferred Stock | Common Stock | Additional paid-in capital [Member] | Retained Earnings/ (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2016 | $ 5 | $ 12 | $ 69,415 | $ (29,576) | $ (1,074) | $ 38,782 | $ 7,980 | $ 46,762 | ||||||||
Net income (loss) | 2,064 | 2,064 | 371 | 2,435 | ||||||||||||
Other comprehensive income (loss) | 219 | 219 | 90 | 309 | ||||||||||||
Acquisition / (surrender) of additional units of consolidated subsidiary, net | (81) | 5 | (76) | 76 | ||||||||||||
Equity based compensation | 509 | 509 | 223 | 732 | ||||||||||||
Shares withheld for employee taxes | (69) | (69) | (31) | (100) | ||||||||||||
Purchase and retirement of common stock | (572) | (572) | (572) | |||||||||||||
Dividends/Distributions | (985) | (985) | (425) | (1,410) | ||||||||||||
Balance at Dec. 31, 2017 | 5 | 12 | 69,202 | (28,497) | (850) | 39,872 | 8,284 | 48,156 | ||||||||
Net income (loss) | (2,463) | (2,463) | (1,524) | (3,987) | ||||||||||||
Other comprehensive income (loss) | (80) | (80) | (38) | (118) | ||||||||||||
Acquisition / (surrender) of additional units of consolidated subsidiary, net | (217) | 22 | (195) | 195 | ||||||||||||
Equity based compensation | 1 | 425 | 426 | 197 | 623 | |||||||||||
Shares withheld for employee taxes | (51) | (51) | (24) | (75) | ||||||||||||
Purchase and retirement of common stock | (1) | (768) | (769) | (769) | ||||||||||||
Dividends/Distributions | (966) | (966) | (426) | (1,392) | ||||||||||||
Balance at Dec. 31, 2018 | 5 | 12 | 68,591 | (31,926) | (908) | 35,774 | 6,664 | 42,438 | ||||||||
Net income (loss) | (2,054) | (2,054) | (1,519) | (3,573) | ||||||||||||
Other comprehensive income (loss) | (3) | (3) | 1 | (2) | ||||||||||||
Acquisition / (surrender) of additional units of consolidated subsidiary, net | 28 | (4) | 24 | (47) | (23) | |||||||||||
Equity based compensation | 481 | 481 | 263 | 744 | ||||||||||||
Shares withheld for employee taxes | (87) | (87) | (41) | (128) | ||||||||||||
Purchase and retirement of common stock | (299) | (299) | (299) | |||||||||||||
Investment in non-controlling interest | $ 22 | $ 22 | $ 7,779 | $ 7,801 | 2,550 | 2,550 | ||||||||||
Dividends/Distributions | (519) | (519) | (213) | (732) | ||||||||||||
Balance at Dec. 31, 2019 | 27 | 12 | 68,714 | (34,519) | (915) | 33,319 | 15,437 | 48,756 | ||||||||
Cumulative effect adjustment- adoption of ASU 2016-02 | $ (20) | $ (20) | $ (20) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net income (loss) | $ (3,573) | $ (3,987) | $ 2,435 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Equity-based compensation | 744 | 623 | 732 |
Accretion of income on other investments, at fair value | (424) | (1,423) | (1,123) |
Realized loss (gain) on other investments, at fair value | 1,033 | (490) | 1,111 |
Change in unrealized (gain) loss on other investments, at fair value | (2,113) | (2,126) | (799) |
(Income) / loss from equity method affiliates | 553 | ||
Depreciation and amortization | 318 | 261 | 249 |
Amortization of discount on debt | 548 | 820 | 1,054 |
Deferred tax provision (benefit) | (678) | (838) | (1,279) |
Change in operating assets and liabilities, net: | |||
(Increase) decrease in other receivables | (34,535) | (8,559) | 1,712 |
(Increase) decrease in investments-trading | (6,617) | (98,978) | (45,079) |
(Increase) decrease in other assets | (3,768) | (683) | 1,923 |
(Increase) decrease in receivables under resale agreement | 132,228 | (5,577,027) | (1,773,382) |
Change in receivables from / payables to related parties, net | 327 | 2 | (538) |
Increase (decrease) in accrued compensation | (1,208) | 848 | (389) |
Increase (decrease) in accounts payable and other liabilities | 7,855 | 6,334 | 1,220 |
Increase (decrease) in trading securities sold, not yet purchased | (42,175) | 28,235 | 6,704 |
Change in receivables from/ payables to brokers, dealers, and clearing agencies | 73,343 | 44,824 | 22,379 |
Increase (decrease) in securities sold under agreements to repurchase | (137,321) | 5,605,165 | 1,771,154 |
Net cash provided by (used in) operating activities | (15,463) | (6,999) | (11,916) |
Investing activities | |||
Purchase of investments-other investments, at fair value | (1,927) | (26,865) | (7,155) |
Sales and returns of principal-other investments, at fair value | 10,114 | 30,023 | 3,402 |
Investment in equity method affiliate | (4,352) | ||
Return from equity method affiliates | |||
Purchase of furniture, equipment, and leasehold improvements | (101) | (1,002) | (143) |
Net cash provided by (used in) investing activities | 3,734 | 2,156 | (3,896) |
Financing activities | |||
Proceeds from redeemable financial instruments | 1,268 | 500 | 11,000 |
Redemption of redeemable financial instrument | (1,500) | ||
Proceeds from (repayment of) debt | 4,777 | 15,000 | |
Payments for debt issuance costs | (525) | (800) | |
Cash used to net share settle equity awards | (128) | (75) | (100) |
Purchase and retirement of Common Stock | (299) | (769) | (572) |
Proceeds from non-controlling interest investment | 2,550 | ||
Non-controlling interest distributions | (213) | (426) | (425) |
Cohen & Company Inc. dividends | (519) | (966) | (985) |
Net cash provided by (used in) financing activities | 5,936 | (3,722) | 23,118 |
Effect of exchange rate on cash | (9) | (262) | 411 |
Net increase (decrease) in cash and cash equivalents | (5,802) | (8,827) | 7,717 |
Cash and cash equivalents, beginning of period | 14,106 | 22,933 | 15,216 |
Cash and cash equivalents, end of period | $ 8,304 | $ 14,106 | $ 22,933 |
Organization And Nature Of Oper
Organization And Nature Of Operations | 12 Months Ended |
Dec. 31, 2019 | |
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 units of membership interests 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”) and on September 1, 2017 it was renamed again as Cohen & Company Inc. Effective January 1, 2010, the Company ceased to qualify as 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, and exercise and conversion prices for all periods presented reflect the reverse split as if it had occurred as of the beginning of the first period presented. The Company The Company is a financial services company specializing in the fixed income markets. As of December 31, 2019 , the Company had $2.76 billion in assets under management (“AUM”) of which 79.7% , or $2.20 billion, was in collateralized debt obligations (“CDOs”). The remaining portion of AUM is from a diversified mix of Investment Vehicles (as defined herein). 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; “CCFEL” refers to Cohen & Company Financial (Europe) Limited, a subsidiary regulated by the Central Bank of Ireland in Ireland; and “EuroDekania” refers to EuroDekania (Cayman) Ltd., a Cayman Islands exempted company that was 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 repurchase agreement (“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 operates its capital markets activities primarily through its subsidiaries: JVB in the United States and CCFL and CCFEL 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 included in the Company’s other investments, at fair value and investments in equity method affiliates in the Company’s consolidated balance sheets. The Company generates its revenue by business segment primarily through the following activities. Capital Markets · Trading activities of the Company, which include execution and brokerage services, riskless trading activities as well as gains and losses (unrealized and realized) and income and expense earned on securities and derivatives classified as trading; · Net interest income on the Company’s matched book repo financing activities; and · New issue and advisory revenue comprised primarily of (i) new issue revenue associated with originating, arranging, or placing newly created financial instruments; and (ii) revenue from advisory services. Asset Management · Asset management fees for the Company’s on-going asset management services provided to certain Investment Vehicles, which may include fees both senior and subordinate to the securities in the Investment Vehicle, and incentive management fees earned based on the performance of the various Investment Vehicles. Principal Investing · Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value. The activities noted above are carried out through the following main operating subsidiaries of the Company as of December 31, 2019. 1. Cohen & Company Financial Management, LLC (“CCFM”) is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment adviser to the Alesco I CDO , and the Alesco III through IX CDOs. Alesco CDOs invest in bank and insurance company TruPS as well as insurance company subordinated debt. CCFM also manages the SPAC Funds . S ee note 4. 2. Dekania Capital Management, LLC (“DCM”) is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment adviser to the Company’s Dekania Europe II CDO . The Dekania Europe II CDO invest s primarily in financial institution TruPS and insurance company subordinated debt denominated in Euros. DCM also manages the U.S. Insurance JV . S ee note 4. 3. JVB is a wholly owned subsidiary of the Operating LLC. JVB is a securities broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”), the Securities Industry Protection Corporation (“SIPC”), and the Fixed Income Clearing Corporation (“FICC”). JVB carries out the Company’s Capital Market business segment activities in the U.S. 4. CCFL is regulated by the United Kingdom Financial Conduct Authority (“FCA”). CCFL acts as asset manager and investment adviser to the Company’s Dekania Europe III CDO. Dekania Europe and related CDOs invest primarily in TruPS and insurance company subordinated debt denominated in Euros. CCFL also carries out certain of the Company’s Capital Markets business segment activities in Europe including brokerage, advisory, and new issue services. 5. CCFEL is regulated by Central Bank of Ireland (“CBI”) and performs asset management and capital markets activities in Ireland and the European Union. In April 2019, CCFEL received authorization from the CBI under the European Union Regulations 2017 to provide investment services in respect of certain financial instruments including transferable securities, money-market instruments, units in collective investment undertakings and various option, futures, swaps, forward rate agreements, and other derivative contracts. CCF E L also acts as asset manager to certain separate accounts and Investment Vehicles based in Europe. See note 4. 6. Cohen & Compagnie SAS (formerly Cohen Fréres SAS), the Company’s French subsidiary, acts as a credit research adviser to Dekania Capital Management, LLC , CCFEL, and CCFL in analyzing the creditworthiness of insurance companies and financial institutions in Europe with respect to all assets included in the Dekania Europe CDOs and certain other Investment Vehicles . 7. ViaNova Capital Group LLC (“ViaNova”) is a wholly owned subsidiary of the Operating LLC whose purpose is to trade residential transition loans (“RTLs”). ViaNova acquires newly originated RTLs, aggregates them and then sells them in larger quantities to institutional investors. RTLs are small balance commercial loans that are secured by first lien residential mortgages, which are used by investors and developers to finance the purchase and rehabilitation of residential properties. See note 4. |
Basis Of Presentation
Basis Of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | 2. BASIS OF PRESENTATION The accounting and reporting policies of the Company conform to U.S. GAAP. Certain prior period amounts have been reclassified to conform to the current period presentation. Effective June 1, 2019, the Company changed its accounting policy regarding the netting of reverse repo and repo transactions and updated prior periods’ balances to be consistent with this new accounting policy. This change resulted in an increase in the repo and reverse repo amounts included in the consolidated balance sheet as of December 31, 2018 of $2,461,177 . See note 11. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Principles of Consolidation The consolidated financial statements reflect the accounts of Cohen & Company Inc. and its subsidiaries that are required to be consolidated under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). All intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates the Operating LLC, which is its main operating subsidiary and through which it carries out nearly all of its activities. With the exception of the junior subordinated notes included as a component of debt and the deferred tax liability, nearly all of the assets and liabilities included in the Company’s consolidated balance sheet are owned by the Operating LLC or its consolidated subsidiaries. In addition, with the exception of interest expense related to the junior subordinated notes and corporate tax expense, nearly all revenues, expenses, gains, and losses recognized in the consolidated statement of operations are generated by the Operating LLC or its consolidated subsidiaries. As of December 31, 2018, the Company owned 67.60% of the economic and voting interests in the Operating LLC. As a result of the issuance of additional equity interests in the Operating LLC during 2019 and the grant of a proxy from the owners of the additional equity interests , effective December 31, 2019, the Company controlled 51.00% of the voting interest and owned 28.75% of the economic interest of the Operating LLC. Even though the Company’s economic interests declined below 50% , it continues to consolidate the Operating LLC because it controls over 50% of the voting interests. Earnings and loss are allocated to the Company and other members of the Operating LLC based on their economic interest rather than their voting interest. Therefore, even though the Company consolidates the Operating LLC, 71.25% of the Operating LLC’s income or loss will be treated as non-controlling interest after the issuance of the additional equity interest in the Operating LLC during 2019 . See notes 4, 21, and 31. B. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. C. Adoption of New Accounting Standards In May 2014, the FA S B 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 has not changed 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. 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 Company’s adoption of the provisions of ASU 2016-01, effective January 1, 2018 did not have an effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under the new guidance (subsequently updated with ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20, and ASU 2019-01), 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. The Company adopted the provisions of the new guidance effective January 1, 2019. The Company recorded the following: (a) a right of use asset of $8,416 , (b) a lease commitment liability of $8,860 , (c) a reduction in retained earnings from cumulative effect of adoption of $20 , (d) an increase in other receivables of $18 , and (e) a reduction in other liabilities of $406 . See note 15 and 17. 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 an effect 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 an effect on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties Tha t Are under Common Control . The amendments in this ASU 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 March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs, Premium Amortization on Purchased Callable Debt Securities (Sub-Topic 310-20 ). The amendments in this ASU 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. The Company’s adoption of the provisions of ASU 2017-08, effective January 1, 2019 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 in this ASU 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 August 2017, the FASB issued ASU 2017-12, Derivative and Hedging – Targeted Improvements to Accounting for Hedging Activities (Topic 815 ). The amendments in this ASU refine and expand hedge accounting for both financial and commodity risks and contain provisions to create more transparency and clarify how economic results are presented. The Company’s adoption of the provisions of ASU 2017-12, effective January 1, 2019 did not have an effect on the Company’s 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 in this ASU 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 Cuts and Jobs Act (the “TCJA”) (or portion thereof) is recorded. The Company’s adoption of the provisions of ASU 2018-02, effective January 1, 2019 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 SEC interpretive guidance released on December 22, 2017 when TCJA 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. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The amendments in this ASU expand the scope of Topic 718, which previously only included 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. The Company’s adoption of the provisions of ASU 2018-07, effective January 1, 2019 did not have an effect on the Company’s consolidated financial statements. D. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments that have original maturities of three months or less. A portion of the Company’s cash and cash equivalents are in the form of short-term investments and are not held in federally insured bank accounts E. Financial Instruments The Company accounts for its investment securities at fair value under various accounting literature including FASB ASC 320, Investments — Debt and Equity Securities (“ASC 320”) , pertaining to investments in debt and equity securities and the fair value option of financial instruments in FASB ASC 825, Financial Instruments (“ASC 825”). The Company also accounts for certain assets at fair value under applicable industry guidance such as: (a) FASB ASC 946 , Financial Services-Investment Companies (“ASC 946”) ; and (b) FASB ASC 940-320, Proprietary Trading Securities (“ASC 940-320) . Certain of the Company’s assets and liabilities are required to be measured at fair value. For those assets and liabilities, the Company determines fair value according to the fair value measurement provisions included in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, establishes a valuation hierarchy based on the quality of inputs used to measure fair value, and requires additional disclosures about fair value measurements. The definition of fair value focuses on the price that would be received to sell the asset or paid to transfer the liability between market participants at the measurement date (an exit price). An exit price valuation will include margins for risk even if they are not observable. ASC 820 establishes a valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (level 1, 2, and 3). In addition, the Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions included in ASC 825. This standard provides companies the option of reporting certain instruments at fair value (with changes in fair value recognized in the statement of operations) that were previously either carried at cost, not recognized on the financial statements, accounted for as an equity method investment, or carried at fair value with changes in fair value recognized as a component of equity rather than in the statement of operations. The election is made on an instrument-by-instrument basis and is irrevocable. See note 9 for the information regarding the effects of applying the fair value option to the Company’s financial instruments on the Company’s consolidated financial statements. For financial instruments held by JVB, the Company accounts for them under ASC 940-320. ASC 940-320 requires all financial instruments be carried at fair value with unrealized and realized gains included recorded in the consolidated statement of operations. The main difference between ASC 940-320 and ASC 320 is that ASC 940-320 does not allow for available for sale or held to maturity treatment. For financial instruments held outside of JVB, the Company accounts for them under FAS ASC 320. ASC 320 requires that the Company classify its investments as either (i) held to maturity, (ii) available for sale, or (iii) trading. This determination is made at the time a security is purchased. ASC 320 requires that both trading and available for sale securities are to be carried at fair value. However, in the case of trading assets, both unrealized and realized gains and losses are recorded in the statement of operations. For available for sale securities, only realized gains and losses are recognized in the statement of operations while unrealized gains and losses are recognized as a component of other comprehensive income (“OCI”). However, if the reporting entity elects to account for an otherwise available for sale security under the fair value option (ASC 825), then the security is accounted for at fair value with both unrealized and realized gains recorded in the statement of operations. In all the periods presented, all securities accounted for under ASC 320 were either classified as trading or available for sale. No securities were classified as held to maturity. Furthermore, the Company elected the fair value option, in accordance with ASC 825, for all securities that were classified as available for sale. Therefore, for all periods presented, all securities owned by the Company were accounted for at fair value with unrealized and realized gains and losses recorded in the consolidated statement of operations. When the Company acquires an investment for the purpose of earning a return rather than to support the Company’s trading or matched book repo operations, the Company classifies that investment as other investments, at fair value in the consolidated balance sheet and unrealized and realized gains will be included as a component of principal transactions and other income in the in the consolidated statement of operations. Otherwise, the investment is classified as investments-trading in the consolidated balance sheet and unrealized and realized gains will be included as a component of net trading revenue in the in the consolidated statement of operations. When the Company acquires an investment that is required to be accounted for under the equity method, the Company will elect the fair value option when the fair value of the investment is either readily determinable or is eligible to be accounted for at NAV under the practical expedient of ASC 946. In those cases, the investment will be included as a component of other investments, at fair value in the consolidated balance sheet and unrealized and realized gains will be included as a component of principal transactions and other income in the in the consolidated statement of operations. If the fair value is not readily determinable, the Company will account for the investment under the equity method. In those cases, the investment will be included as a component of investments in equity method affiliates in the consolidated balance sheet and the Company will recognize its allocable share of the investee’s income or loss as a component of income / (loss) from equity method affiliates in the consolidated statement of operations. See note 12. The determination of fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third-party pricing services, or, when independent broker quotations or market price quotations from third-party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Also, from time to time, the Company may be deemed to be the primary beneficiary of a VIE and may be required to consolidate it and its investments under the provisions included in ASC 810 . See note 18. In those cases, the Company’s classification of the assets as trading, other investments, at fair value, available for sale, or held to maturity will depend on the intended use of the investment by the variable interest entity. Investments-Trading Unrealized and realized gains and losses on securities classified as investments-trading are recorded in net trading in the consolidated statements of operations. Other Investments, at Fair Value All gains and losses (unrealized and realized) from securities classified as other investments, at fair value in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statements of operations. Trading Securities Sold, Not Yet Purchased Trading securities sold, not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices. The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the consolidated balance sheets. Unrealized and realized gains and losses on trading securities sold, not yet purchased are recorded in net trading in the consolidated statements of operations. See notes 9 and 10. F. Derivative Financial Instruments FASB ASC 815, Derivatives and Hedging (“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 can record all or a portion of the change in the fair value of a designated hedge as an adjustment to OCI rather than as a gain or loss in the statements of operations. To date, the Company has not designated any derivatives as hedges under the provisions included in 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 (“ASC 210”), allow (but do not require) the reporting entity to net the derivative asset and liability on the consolidated balance sheets. It is the Company’s policy to present the derivative assets and liabilities on a net basis if the conditions of ASC 210 are met. However, in general the Company does not enter in to offsetting derivatives with the same counterparties. Therefore, in all 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 as a hedge for another financial instrument included in other investments, at fair value then the derivative will be included as a component of other investments, at fair value. The Company may, from time to time, enter into derivatives to manage its risk exposures arising from (i) fluctuations in foreign currency rates with respect to the Company’s investments in foreign currency denominated investments; (ii) the Company’s investments in interest sensitive investments; and (iii) the Company’s facilitation of mortgage-backed trading. Derivatives entered into by the Company, from time to time, may include (a) foreign currency forward contracts; (b) purchase and sale agreements of TBAs and other forward agency MBS contracts; and (c) 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 ASC 815. The settlement of these transactions is not expected to have a material effect on the Company’s consolidated financial statements. In addition to TBAs and other forward agency MBS contracts as part of the Company’s broker-dealer operations, the Company may from time to time enter into other securities or loan trades that do not settle within the normal securities settlement period. In those cases, the purchase or sale of the security or loan is not recorded until the settlement date. However, from the trade date until the settlement date, the Company’s interest in the security is accounted for as a derivative as either a forward purchase commitment or forward sale commitment. The Company will classify the related derivative either within investments-trading or other investments, at fair value depending on where it intends to classify the investment once the trade settles. Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of its carrying amount. Depending on the Company’s investment strategy, realized and unrealized gains and losses are recognized in principal transactions and other income or in net trading in the Company’s consolidated statements of operations on a trade date basis. See note 10. G. Receivables from and payables to brokers, dealers, and clearing agencies Receivables from brokers, dealers, and clearing agencies may include amounts receivable for deposits placed with clearing agencies, funds in the Company’s accounts held with clearing agencies, and amounts receivable from securities or repo transactions that have failed to deliver. Payables to brokers, dealers, and clearing agencies may include amounts payable from securities or repo transactions that have failed to receive as well as amounts borrowed from clearing agencies under margin loan arrangements. In addition, receivables or payables arising from unsettled regular way trades is reflected on a net basis either as a component of receivables from or payables to brokers, dealers, and clearing agencies. See note 6. H. Furniture, Equipment, and Leasehold Improvements, Net Furniture, equipment, and leasehold improvements are stated at cost, less accumulated depreciation and amortization, and are included as a component of other assets in the consolidated balance sheets. Furniture and equipment are depreciated on a straight-line basis over their estimated useful life of 3 to 5 years. Leasehold improvements are amortized over the lesser of their useful life or lease term, which generally ranges from 5 to 10 years. See note 1 6 . I. Goodwill and Intangible Assets with Indefinite Lives Goodwill represents the amount of the purchase price in excess of the fair value assigned to the individual assets acquired and liabilities assumed in various acquisitions completed by the Company. See note 13. In accordance with FASB ASC 350, Intangibles — Goodwill and Other (“ASC 350”), goodwill and intangible assets deemed to have indefinite lives are not amortized to expense but rather are analyzed for impairment. The Company measures its goodwill for impairment on an annual basis or when events indicate that goodwill may be impaired. The Company first assesses qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Based on the results of the qualitative assessment, the Company then determines whether it needs to calculate the fair value of the reporting unit as part of the goodwill impairment test. The goodwill impairment test requires management to make judgments in determining what assumptions to use in the calculation. First, the Company compares the fair value of the reporting unit to its carrying value. If the carrying value is less than fair value, the Company then would complete the impairment review process, which measures the amount of goodwill impairment The Company includes intangible assets comprised primarily of its broker-dealer licenses in other assets on its consolidated balance sheets that it considers to have indefinite useful lives. The Company reviews these assets for impairment on an annual basis. J . Variable Interest Entities ASC 810 contains the guidance surrounding the definition of a VIE, the definition of variable interests, and the consolidation rules surrounding VIEs. In general, VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company has variable interests in VIEs through its management contracts and investments in various securitization entities including CLOs and CDOs. Once it is determined that the Company holds a variable interest in a VIE, ASC 810 requires that the Company perform a qualitative analysis to determine (i) which entity has the power to direct the matters that most significantly impact the VIE’s financial performance and (ii) if the Company has the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The e |
Other Business And Transactions
Other Business And Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Other Business And Transactions [Abstract] | |
Other Business And Transactions | 4. OTHER BUSINESS AND TRANSACTIONS U.S. Insurance JV On May 16, 2018, the Company committed to invest up to $3,000 in a newly formed joint venture (the “U.S. Insurance JV”) with an outside investor that 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. As of December 31, 2019, and 2018, the U.S. Insurance JV had net assets of $49,374 and $42,783 respectively. 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 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 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 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 NAV per share (or its equivalent) included in ASC 820 for all entities. See note 8. SPAC Funds On August 6, 2018, the Company invested in and became the general partner of a newly formed series of partnerships (the “SPAC Funds”) for the purposes of investing in the equity interests of special purpose acquisition companies (“SPACs”). The Company is the manager of the SPAC Funds. As of December 31, 2019 , the Company had invested $646 in the SPAC Funds. The Company is entitled to a quarterly base management fee based on a percentage of the NAV of the SPAC Funds and an annual incentive allocation based on the actual returns earned by the SPAC Funds. The Company has elected the fair value option in accordance with the provisions of ASC 820 to account for its investment in the SPAC Funds. The investment is included in other investments, at fair value on the consolidated balance sheets 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 Funds have the attributes of investment companies as described in 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 NAV per share (or its equivalent) included in ASC 820 for all entities. See note 8. ViaNova Capital Group LLC In 2018, the Company formed a new wholly owned subsidiary, ViaNova Capital Group LLC (“ViaNova”), for the purpose of building an RTL business. RTLs are small balance commercial loans that are secured by first lien mortgages used by professional investors and real estate developers for financing the purchase and rehabilitation of residential properties. The business of ViaNova includes buying, aggregating, and distributing these loans to produce superior risk-adjusted returns for capital partners through the pursuit of opportunities overlooked by commercial banks. The Company consolidates ViaNova. On November 20, 2018, ViaNova entered into a Warehousing Credit and Security Agreement with LegacyTexas Bank with an effective date of November 16, 2018. The LegacyTexas Credit Facility was amended on May 4, 2019 and again on September 25, 2019 and October 28, 2019. The LegacyTexas Credit Facility supports the buying, aggregating and distributing of RTLs by ViaNova. See notes 5, 19 and 20. Insurance Acquisition Corporation (the “Insurance SPAC”) The Company is the sponsor of the Insurance SPAC, a blank check company that is seeking to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (each a “Business Combination”). On March 22, 2019, the Insurance SPAC completed the sale of 15,065,000 units (the “SPAC Units”) in its initial public offering (the “IPO”), including the underwriters’ over-allotment option. Each SPAC Unit consists of one share of the Insurance SPAC’s Class A common stock, par value $0.0001 per share (“SPAC Common Stock”), and one-half of one warrant (each, a “SPAC Warrant”), where each whole SPAC Warrant entitles the holder to purchase one share of SPAC Common Stock for $11.50 per share. The SPAC Units were sold in the IPO at an offering price of $10.00 per SPAC Unit, for gross proceeds of $150.7 million (before underwriting discounts and commissions and offering expenses). Pursuant to the underwriting agreement in the IPO, the Insurance SPAC granted the underwriters in the IPO (the “Underwriters”) a 45 -day option to purchase up to 1,965,000 additional SPAC Units solely to cover over-allotments, if any (the “Over-Allotment Option”); on March 22, 2019, the Underwriters exercised the Over-Allotment Option in full. Immediately following the completion of the IPO, there were an aggregate of 20,653,333 shares of SPAC Common Stock issued and outstanding. If the Insurance SPAC fails to consummate a Business Combination within the first 18 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets. The Operating LLC is the manager and a member of each of two entities: Insurance Acquisition Sponsor, LLC and Dioptra Advisors, LLC (together, the “Sponsor Entities”). Insurance Acquisition Sponsor, LLC purchased 375,000 of the Insurance SPAC’s placement units in a private placement that occurred simultaneously with the IPO for an aggregate purchase price of $3,750 , or $10.00 per placement unit. Each placement unit consists of one share of SPAC Common Stock and one-half of one warrant (the “Placement Warrant”). The placement units are identical to the SPAC Units sold in the IPO except (i) the shares of SPAC Common Stock issued as part of the placement units and the Placement Warrants will not be redeemable by the Insurance SPAC, (ii) the Placement Warrants may be exercised by the holders on a cashless basis, (iii) the shares of SPAC Common Stock issued as part of the placement units, together with the Placement Warrants, are entitled to certain registration rights, and (iv) for so long as they are held by the IPO underwriter, the placement units will not be exercisable more than five years following the effective date of the registration statement filed by the Insurance SPAC in connection with the IPO. Subject to certain limited exceptions, the placement units (including the underlying Placement Warrants and SPAC Common Stock and the shares of SPAC Common Stock issuable upon exercise of the Placement Warrants) will not be transferable, assignable, or salable until 30 days after the completion of our Business Combination. Of the $3,750 invested by Insurance Acquisition Sponsor, LLC in consideration for the above described placement units of the Insurance SPAC, the Sponsor Entities raised $2,550 from third-party investors and the remaining investment in the private placement was made by the Company. Certain of the third-party investors are related parties of the Company. The Company consolidates the Sponsor Entities and treats its investment in the Insurance SPAC as an equity method investment. The $2,550 raised from third-party investors is treated as non-controlling interest. See note 12. The proceeds from the placement units were added to the net proceeds from the IPO to be held in a trust account. If the Insurance SPAC does not complete a Business Combination within the first 18 months following the IPO, the proceeds from the sale of the Placement Units will be used to fund the redemption of the SPAC Common Stock sold as part of the SPAC Units in the IPO (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. The Sponsor Entities collectively hold 5,103,333 founder shares of the Insurance SPAC. Subject to certain limited exceptions, placement units held by the Sponsor Entities will not be transferable or salable until 30 days following a Business Combination, and founder shares held by the Sponsor Entities will not be transferable or salable except (a) with respect to 20% of such shares, until consummation of a Business Combination, and (b) with respect to additional 20% tranches of such shares, when the closing price of the Common Stock exceeds $12.00 , $13.50 , $15.00 , and $17.00 , respectively, for 20 out of any 30 consecutive trading days following the consummation of a Business Combination, in each case subject to certain limited exceptions. CCFEL In June 2018, in response to the uncertainty surrounding Brexit, the Company formed a new subsidiary, CCFEL in Ireland, for the purpose of seeking to become regulated to perform asset management and capital markets activities in Ireland and the European Union. In April 2019, CCFEL received authorization from the CBI under the European Union (Markets in Financial Instruments) Regulations 2017 to provide investment services in respect of certain financial instruments including transferable securities, money-market instruments, units in collective investment undertakings and various option, futures, swaps, forward rate agreements, and other derivative contracts (“Financial Instruments”). The services for which CCFEL received authorization include the receipt and transmission of orders in relation to Financial Instruments, the execution of orders on behalf of clients, portfolio management, investment advice and investment research, and financial analysis. In addition, CCFEL applied for approval of a French branch, which approval was granted by the CBI and the branch was authorized by the French regulators in April 2019. Following authorization of the French branch of CCFEL, various contracts originally entered into by CCFL were novated to the French branch of CCFEL. The novation of contracts was completed on July 1, 2019. Investment in CK Capital Partners B.V. and AOI In December 2019, the Company acquired a 45% interest in CK Capital Partners B.V. (“CK Capital”), a private company incorporated in the Netherlands. CK Capital provides asset and investment advisory services relating to real estate holdings. The Company purchased this interest for $18 (of which $17 was purchased from an entity controlled by the Company’s chairman, Daniel G. Cohen). In addition, the Company also acquired a 10% interest in Amersfoort Office Investment I Cooperatief U. A. (“AOI”), a real estate holding company, for $1 and subsequently invested $558 in AOI during 2019. The investments in AOI and CK Capital Partners are included as equity method investments on the consolidated balance sheets. See notes 12 and 31. Securities Purchase Agreement – Purchase of IMXI shares On December 30, 2019, the Company entered into a securities purchase agreement (the “SPA”) with Daniel G. Cohen, the Company’s Chairman, and the DGC Family Fintech Trust (the “DGC Trust”), a trust established by Mr. Cohen. In connection with the SPA, the Company purchased 662,361 shares of International Money Express, Inc. (“IMXI”), an unrelated publicly traded company, in the aggregate from Mr. Cohen and the DGC Trust. Of the 662,361 shares, 134,317 shares were unrestricted and 528,044 are subject to sale restrictions. Of the restricted shares, 264,021 of the restricted shares become freely tradeable once IMXI’s share price equals or exceeds $15.00 per share for 20 out of 30 consecutive trading days or upon a change of control of IMXI. The remaining 264,023 of restricted shares become freely tradeable once IMXI’s share price equals or exceed $17.00 per share for 20 out of 30 consecutive trading days or upon a change of control of IMXI. IMXI’s share price closed at $11.89 on December 30, 2019. In exchange for the IMXI shares, the Operating LLC issued 22,429,541 units of membership interests to Mr. Cohen and the DGC Trust. These units of membership interests represent an equity interest in the Operating LLC. The units of membership interests are redeemable and, if redeemed, Cohen & Company Inc. can determine to have the Operating LLC pay cash in exchange for the units or Cohen & Company Inc. may instead issue additional Common Shares on a 1 for 10 basis in exchange for the units. Therefore, the units may be convertible into 2,242,954 Common Shares. The Company obtained a third-party valuation of the IMXI shares and determined the value of these shares upon closing of the SPA was $7,779 . The Company recorded this transaction as an increase in other investments, at fair value of $7,779 and an increase in non-controlling interest of $7,779 in its consolidated financial statements. In connection with the SPA, Cohen & Company Inc. issued 22,429,541 series F preferred shares to Mr. Cohen and the DGC Trust. These preferred shares are non-economic voting only shares and are entitled to vote on matters on a 1 for 10 basis (i.e. the total votes represented by the series F preferred shares are 2,242,954). The series F preferred shares do not participate in earnings or dividends. Immediately prior to the effectiveness of the SPA, Cohen & Company Inc. owned 67.8% of the outstanding units of membership interests of the Operating LLC. Immediately subsequent to the effectiveness of the SPA, Cohen & Company Inc. owned 28.75% of the outstanding units of membership interests of the Operating LLC. As part of the SPA, Mr. Cohen and the DGC Trust agreed to grant to Cohen & Company Inc. a proxy to vote, at any meeting, the number of the units of membership interests owned by Mr. Cohen and the DGC Trust so that Cohen & Company Inc. would have 51.00% of the total votes eligible to vote at such meeting (the “SPA Proxy”). The actual units that are subject to this proxy are determined at any meeting of the Operating LLC that a vote is held as follows: First, the total number of units of membership interests entitled to vote is determined. Second, the total number of units entitled to vote is multiplied by 51% and the total units of membership interests held by Cohen & Company Inc. is subtracted from this amount. The result represents the total number of units of membership interests owned by Mr. Cohen and the DGC Trust that will be subject to the SPA Proxy and that Cohen & Company Inc. will be entitled to vote. The amount of units subject to the proxy is allocated between Mr. Cohen and DGC Trust on a pro rata allocation. Therefore, subsequent to the SPA and taking into account the SPA Proxy, Cohen & Company Inc. owns 28.75% of the economic interests of the Operating LLC and controls 51.00% of the voting interests of the Operating LLC. Because Cohen & Company Inc. continues to maintain voting control of the Operating LLC, Cohen & Company Inc. will continue to consolidate the Operating LLC in its consolidated financial statements. However, earnings shall be allocated to Cohen & Company Inc. and the other members of the Operating LLC based on their respective economic interests. Accordingly, the non-controlling interest percentage reflected in the consolidated statement of operations will change from 32.22% immediately prior to the effectiveness of the SPA to 71.25% immediately subsequent to the effectiveness of the SPA. See notes 3, 21, and 31. 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 date was extended on two separate occasions, the last time to December 31, 2015. After December 31, 2015, either party had the right to terminate the transaction. In connection with the final extension of the European Sale Agreement’s termination date, the parties to the transaction agreed that upon a termination of the European Sale Agreement by either party, Daniel G. Cohen’s employment agreement would be amended to reduce the payment the Company was required to pay to Daniel G. Cohen in the event his employment was terminated without “cause” or for “good reason” (as such terms are defined in Daniel G. 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, Daniel G. 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 31. 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 the DGC Trust. The convertible note was issued in exchange for $15,000 in cash. See note 20 for the details regarding the 2017 Convertible Note. The Company agreed to pay to the DGC 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 Daniel G. 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 Daniel G. Cohen’s employment agreement described above became effective on March 10, 2017. |
Net Trading
Net Trading | 12 Months Ended |
Dec. 31, 2019 | |
Net Trading [Abstract] | |
Net Trading | 5. NET TRADING Net trading consisted of the following in the periods presented. NET TRADING (Dollars in Thousands) For the Years Ended December 31, 2019 2018 2017 Net realized gains / (losses)- trading inventory $ 24,118 $ 20,914 $ 21,277 Net unrealized gains / (losses)-trading inventory (1,320) 1,236 598 Gains and losses 22,798 22,150 21,875 Interest income-trading inventory 6,921 5,040 2,071 Interest income - loans held for sale 236 - - Interest income-receivables under resale agreements 176,336 67,846 13,874 Interest income 183,493 72,886 15,945 Interest expense-securities sold under agreement to repurchase (164,851) (63,707) (10,234) Interest expense-LegacyTexas Credit Facility (100) - - Interest expense-margin payable (3,168) (2,031) (677) Interest expense (168,119) (65,738) (10,911) Net trading $ 38,172 $ 29,298 $ 26,909 Trading inventory includes investments classified as investments-trading as well as trading securities sold, not yet purchased. See note 8. Loans held for sale are included as a component of other assets. See note 15. See note 11 for discussion of receivables under resale agreements and securities sold under agreements to repurchase. See note 6 for discussion of margin payable. See note 20 for discussion of LegacyTexas Credit Facility. |
Receivables From And Payables T
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies | 12 Months Ended |
Dec. 31, 2019 | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies [Abstract] | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies | 12. RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES Amounts receivable from brokers, dealers, and clearing agencies consisted of the following. RECEIVABLES FROM BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) As of December 31, 2019 2018 Deposits with clearing organizations $ 250 $ 250 Unsettled regular way trades, net 12,170 - Receivable from clearing organizations 83,712 129,562 Receivables from brokers, dealers, and clearing agencies $ 96,132 $ 129,812 Amounts payable to brokers, dealers, and clearing agencies consisted of the following. PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) As of December 31, 2019 2018 Unsettled regular way trades, net $ - $ 5,822 Margin payable 208,441 195,776 Due to clearing agent 32,820 - Payables to brokers, dealers, and clearing agencies $ 241,261 $ 201,598 Deposits with clearing organizations represent contractual amounts the Company is required to deposit with its clearing agents. Securities transactions that settle in the regular way are recorded on the trade date, as if they had settled. The related amounts receivable and payable for unsettled securities transactions are recorded net in receivables from or payables to brokers, dealers, and clearing agencies on the Company’s consolidated balance sheets. Receivables from clearing organizations are primarily comprised of (i) cash received by the Company upon execution of short trades that is restricted from withdrawal by the clearing agent; and (ii) cash deposited with the FICC to support the Company’s General Collateral Funding (“GCF”) matched book repo business. Margin payable represents amounts borrowed from Pershing, LLC to finance the Company’s trading portfolio. Effectively, all of the Company’s investments-trading and deposits with clearing organizations serve as collateral for the margin payable. See note 5 for interest expense incurred on margin payable. Due to clearing agent represents amounts due to Bank of New York under the Company’s intra-day and overnight lending facility supporting the GCF matched repo business. See note 11. |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2019 | |
Other Receivables [Abstract] | |
Other Receivables | 7. OTHER RECEIVABLES Other receivables consisted of the following. OTHER RECEIVABLES (Dollars in Thousands) As of December 31, 2019 2018 Cash collateral due from counterparties $ 41,172 $ 6,216 Asset management fees receivable 1,159 947 New issue and advisory fees receivable - 2,100 Accrued interest and dividend receivable 3,549 2,359 Revenue share receivable 150 140 Other receivables 595 310 Other receivables $ 46,625 $ 12,072 When the Company enters into a reverse repo, the Company obtains collateral in excess of the principal of the reverse repo. The Company accepts collateral in the form of liquid securities or cash. If the value of the securities the Company receives as collateral increases, the Company’s reverse repo counterparties may request a return of some of their collateral. In some cases, the Company will return to them cash instead of securities. In that case, the Company includes the cash returned as a component of other receivables (see above). When the Company enters into repo transactions, the Company provides collateral to the Company’s repo counterparties in excess of the principal balance of the repo. The Company’s counterparties accept collateral in the form of liquid securities or cash. To the extent the Company provides the collateral in cash, the Company includes it as a component of other receivables (see above). Asset management and new issue and advisory receivables are of a routine and short-term nature. These amounts are generally accrued monthly and paid on a monthly or quarterly basis. See note 3-N regarding asset management fees accrued. New issue and advisory fee receivable are amounts due from revenue earned from new issue and advisory services. Accrued interest and dividends receivable represents interest and dividends accrued on the Company’s investment securities included as a component of investments-trading or other investments, at fair value. Interest payable on securities sold, not yet purchased is included as a component of accounts payable and other liabilities. See note 17. Revenue share receivable represents the amount due to the Company for the Company’s share of revenue generated from various entities in which the Company receives a share of the entity’s revenue. Other receivables represent other miscellaneous receivables that are of a short-term nature. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Financial Instruments [Abstract] | |
Financial Instruments | 8. FINANCIAL INSTRUMENTS Investments—Trading Investments-Trading consisted of the following. INVESTMENTS - TRADING (Dollars in Thousands) As of December 31, 2019 2018 U.S. government agency MBS and CMOs $ 196,146 $ 149,651 U.S. government agency debt securities 14,680 14,915 RMBS 15 21 U.S. Treasury securities 11,105 4,099 ABS 100 100 SBA loans 27,634 31,496 Corporate bonds and redeemable preferred stock 38,503 44,507 Foreign government bonds 844 117 Municipal bonds 13,737 47,433 Certificates of deposit 841 302 Derivatives 3,686 8,212 Equity securities 561 382 Investments-trading $ 307,852 $ 301,235 Trading Securities Sold, Not Yet Purchased Trading securities sold, not yet purchased consisted of the following. TRADING SECURITIES SOLD, NOT YET PURCHASED (Dollars in Thousands) As of December 31, 2019 2018 U.S. government agency MBS and CMOs $ - $ 16 U.S. Treasury securities 16,827 70,010 Corporate bonds and redeemable preferred stock 58,083 43,957 Municipal bonds 20 20 Derivatives 3,017 6,119 Trading securities sold, not yet purchased $ 77,947 $ 120,122 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 and trading securities sold, not yet purchased. Other Investments, at Fair Value Other investments, at fair value consisted of the following. OTHER INVESTMENTS, AT FAIR VALUE (Dollars in Thousands) As of December 31, 2019 Cost Carrying Value Unrealized Gain / (Loss) Equity securities $ 8,598 $ 9,352 $ 754 CLOs 2,894 2,522 (372) U.S. Insurance JV 2,048 2,223 175 SPAC Funds 646 668 22 Residential loans 129 99 (30) Other investments, at fair value $ 14,315 $ 14,864 $ 549 As of December 31, 2018 Cost Carrying Value Unrealized Gain / (Loss) Equity securities $ 5,016 $ 6,650 $ 1,634 CLOs 3,099 2,730 (369) CDOs 189 26 (163) EuroDekania 4,489 1,533 (2,956) U.S. Insurance JV 1,900 1,925 25 SPAC Funds 600 592 (8) Residential loans 39 325 286 Foreign currency forward contracts - (13) (13) Other investments, at fair value $ 15,332 $ 13,768 $ (1,564) |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2019 | |
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 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 that have the attributes in ASC 946-10-15-2 (commonly referred to as investment companies); and · investments in residential loans. The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the investments for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets. The Company recognized net gains (losses) of $ 1,080 , $ 2,616 , and $(312) related to changes in fair value of investments that are included as a component of other investments, at fair value during the years ended December 31, 2019 , 2018 , and 2017 , respectively. Fair Value Measurements In accordance with ASC 820, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level valuation hierarchy. The valuation 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 valuation hierarchy under 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 valuation hierarchy. In such cases, the level in the valuation 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 valuation 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 valuation hierarchy during 2019 or 2018 . Reclassifications between levels of the valuation hierarchy are reported as transfers in or transfers out as of the beginning of the period in which reclassifications occur. The following tables present information about the Company’s assets and liabilities measured at fair value as of December 31, 2019 and 2018 and indicates the valuation hierarchy of the valuation techniques utilized by the Company to determine such fair value. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 2019 (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 $ 196,146 $ - $ 196,146 $ - U.S. government agency debt securities 14,680 - 14,680 - RMBS 15 - 15 - U.S. Treasury securities 11,105 11,105 - - ABS 100 - 100 - SBA loans 27,634 - 27,634 - Corporate bonds and redeemable preferred stock 38,503 - 38,503 - Foreign government bonds 844 - 844 - Municipal bonds 13,737 - 13,737 - Certificates of deposit 841 - 841 - Derivatives 3,686 - 3,686 - Equity securities 561 - 561 - Total investments - trading $ 307,852 $ 11,105 $ 296,747 $ - Other investments, at fair value: Equity securities $ 9,352 $ 2,009 $ 7,343 $ - CLOs 2,522 - - 2,522 Residential loans 99 - 99 - 11,973 $ 2,009 $ 7,442 $ 2,522 Investments measured at NAV (1) 2,891 Total other investments, at fair value $ 14,864 Liabilities Trading securities sold, not yet purchased: U.S. Treasury securities $ 16,827 $ 16,827 $ - $ - Corporate bonds and redeemable preferred stock 58,083 - 58,083 - Municipal bonds 20 - 20 - Derivatives 3,017 - 3,017 - Total trading securities sold, not yet purchased $ 77,947 $ 16,827 $ 61,120 $ - (1) As a practical expedient, the Company uses NAV ( or its equivalent ) to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Funds. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Funds invest in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy . FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 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 $ 149,651 $ - $ 149,651 $ - U.S. government agency debt securities 14,915 - 14,915 - RMBS 21 - 21 - U.S. Treasury securities 4,099 4,099 - - ABS 100 - 100 - SBA loans 31,496 - 31,496 - Corporate bonds and redeemable preferred stock 44,507 - 44,507 - Foreign government bonds 117 - 117 - Municipal bonds 47,433 - 47,433 - Certificates of deposit 302 - 302 - Derivatives 8,212 - 8,212 - Equity securities 382 - 382 - Total investments - trading $ 301,235 $ 4,099 $ 297,136 $ - Other investments, at fair value: Equity Securities $ 6,650 $ 5,775 $ 875 $ - CLOs 2,730 - - 2,730 CDOs 26 - - 26 Residential loans 325 - 325 - Foreign currency forward contracts (13) (13) - - 9,718 $ 5,762 $ 1,200 $ 2,756 Investments measured at NAV (1) 4,050 Total other investments, at fair value $ 13,768 Liabilities Trading securities sold, not yet purchased: U.S. government agency MBS $ 16 $ - $ 16 $ - U.S. Treasury securities 70,010 70,010 - - Corporate bonds and redeemable preferred stock 43,957 - 43,957 - Municipal bonds 20 - 20 - Derivatives 6,119 - 6,119 - Total trading securities sold, not yet purchased $ 120,122 $ 70,010 $ 50,112 $ - (1) As a practical expedient, the Company utilized NAV ( or its equivalent ) to measure the fair value of its investments in EuroDekania, the U.S. Insurance JV, and the SPAC Funds. EuroDekania sold its remaining investments in 2019. Prior to the sale of its remaining investments, EuroDekania invested 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 Funds invest in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation 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 valuation 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. When 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 within 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 (i) receives two quotations in a similar range from broker-dealers knowledgeable about these interests in securitizations and (ii) 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 within 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 whether 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 classifies the fair value within level 2 of the valuation 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 valuation 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. The Company classifies the fair value of certificates of deposit within level 2 of the valuation hierarchy. Residential Loans : Management utilizes home price indices or market indications to value the residential loans. The Company classifies the fair value of these loans within level 2 in the valuation hierarchy. Equity Securities : The fair value of equity securities that represent unrestricted investments in publicly traded companies (common or preferred shares, options, warrants, and other equity investments) are determined using the closing price of the security as of the reporting date. These are securities that are traded on a recognized liquid exchange and the Company classifies their fair value within level 1 of the valuation hierarchy. The Company may own an option or warrant where the underlying security is publicly traded but the option or warrant is not. In those cases, the Company may determine fair value using a Black-Scholes model and will generally classify their fair value within level 2 within the valuation hierarchy. The Company may own an equity investment in a publicly traded company that is restricted as to resale. In those cases, the Company may determine fair value by preparing a model. The fair value will be classified within level 2 of the valuation hierarchy if the inputs to the model are observable. Otherwise, it will be classified within level 3 of the valuation hierarchy. The Company may own an equity 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. The fair value will be classified within level 2 if the inputs to the model are observable. Otherwise, it will be classified 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 classified within level 1 of 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 valuation 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 within level 3 of the valuation 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 or 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 (Dollars in thousands) For the year ended December 31, 2019 2018 Beginning of Period $ 2,756 $ 6,577 Net trading - 200 Gains & losses (1) (123) (218) Accretion of income (1) 414 1,365 Purchases - 9,851 Sales and returns of capital (525) (15,019) End of Period $ 2,522 $ 2,756 Change in unrealized gains / (losses) (2) $ (4) $ (683) (1) Gains and losses on 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 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. There were no transfers between level 2 and 3 during the periods presented. The following tables provide the quantitative information about level 3 fair value measurements as December 31, 2019 and 2018 . QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in Thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant December 31, 2019 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 2,522 Discounted Cash Flow Model Yield 17.9% 16.9% - 19.2% Duration (years) 5.8 5.3 - 6.5 Default rate 2.0% 2.0% - 2.0% QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in Thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant December 31, 2018 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 2,730 Discounted Cash Flow Model Yield 20.0% 18.1% - 21.6% Duration (years) 6.9 6.3 - 7.5 Default rate 2.0% 2.0% - 2.0% Sensitivity of Fair Value to Changes in Significant Unobservable Inputs For recurring fair value measurements categorized within level 3 of the valuation 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. · 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 NAV per share (regardless of whether the “practical expedient” provisions of ASC 820 have been applied), which are measured at fair value on a recurring basis as of December 31, 2019 and 2018 . FAIR VALUE MEASUREMENTS OF INVESTMENTS IN CERTAIN ENTITIES THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT) (Dollars in thousands) December 31, 2019 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value U.S. Insurance JV (b) $ 2,223 $ 817 N/A N/A SPAC Funds (c) 668 N/A Quarterly after 1 year lock up 90 days $ 2,891 December 31, 2018 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,533 N/A N/A N/A U.S. Insurance JV (b) 1,925 $ 1,100 N/A N/A SPAC Funds (c) 592 N/A Quarterly after 1 year lock up 90 days $ 4,050 N/A – Not applicable. (a) EuroDekania sold its remaining investments in 2019. Prior to that sale, EuroDekania owned investments in hybrid capital securities that had 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 were 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 Funds invest in equity interests of SPACs. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | 10. DERIVATIVE FINANCIAL INSTRUMENTS The Company may, from time to time, enter into the following derivative instruments. Foreign Currency Forward Contracts The Company invests in foreign currency denominated investments that expose it to fluctuations in foreign currency rates, and, therefore, the Company may, from time to time, hedge such exposure by using foreign currency forward contracts. The Company carries the foreign currency forward contracts at fair value and includes them as a component of other investments, at fair value in the Company’s consolidated balance sheets . As of December 31, 2019 , and 2018 , the Company had outstanding foreign currency forward contracts with a notional amount of 0 and 1,250 Euros, respectively. EuroDollar Futures The Company invests in floating rate investments that expose it to fluctuations in interest and, therefore, the Company may, from time to time, hedge such exposure using EuroDollar futures. The Company carries the EuroDollar future contracts at fair value and includes them as a component of investments-trading or trading securities sold, not yet purchased in the Company’s consolidated balance sheets. As of December 31, 2019, and 2018 , the Company had no outstanding EuroDollar future contracts. TBAs and Other Forward Agency MBS Contracts The Company enters into TBAs and other forward agency MBS transactions for three main reasons. (i) The Company trades U.S. government agency obligations. In connection with these activities, the Company may be required to maintain inventory in order to facilitate customer transactions. In order to mitigate exposure to market risk, the Company may enter into the purchase and sale of TBAs and other forward agency MBS contracts. (ii) The Company also enters into TBAs and other forward agency MBS contracts in order to assist clients (generally small to mid-size mortgage loan originators) in hedging the interest rate risk associated with the mortgages owned by these clients. (iii) Finally, the Company may enter into TBAs and other forward agency MBS contracts on a speculative basis. The Company carries the TBAs and other forward agency MBS contracts at fair value and includes them as a component of investments—trading or trading securities sold, not yet purchased in the Company’s consolidated balance sheets. At December 31, 2019 , the Company had open TBA and other forward MBS purchase agreements in the notional amount of $1,773,000 and open TBA and other forward MBS sale agreements in the notional amount of $ 1,874,194 . At December 31, 2018 , the Company had open TBA and other forward agency MBS purchase agreements in the notional amount of $ 1,025,850 and open TBA and other forward agency MBS sale agreements in the notional amount of $ 1,069,608 . Other Extended Settlement Trades When the Company buys or sells a financial instrument that will not settle in the regular time frame, the Company will account for that purchase and sale on the settlement date rather than the trade date. In those cases, the Company accounts for the transaction between trade date and settlement date as either a forward purchase commitment or a forward sale commitment, both considered derivatives. The Company will record an unrealized gain or unrealized loss on the derivative for the difference between the fair value of the underlying financial instrument as of the reporting date and the agreed upon transaction price. At December 31, 2019 , the Company had open forward purchase commitments in the notional amount of $1,526. At December 31, 2018 , the Company had open forward purchase commitments of $15,925 . The following table presents the Company’s derivative financial instruments and the amount and location of the fair value (unrealized gain / (loss)) presented in the consolidated balance sheets as of December 31, 2019 and 2018 . DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION (Dollars in Thousands) As of December 31, Derivative Financial Instruments Not Designated as Hedging Instruments Under ASC 815 Balance Sheet Classification 2019 2018 TBA and other forward agency MBS Investments-trading $ 3,686 $ 8,142 Other extended settlement trades Investments-trading - 70 Foreign currency forward contracts Other investments, at fair value - (13) TBA and other forward agency MBS Trading securities sold, not yet purchased (3,017) (6,116) Other extended settlement trades Trading securities sold, not yet purchased - (3) $ 669 $ 2,080 The following table presents the Company’s derivative financial instruments and the amount and location of the net gain (loss) recognized in the consolidated statement of operations. DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in Thousands) For the Year Ended December 31, Derivative Financial Instruments Not Designated as Hedging Instruments Under ASC 815 Income Statement Classification 2019 2018 2017 Foreign currency forward contracts Revenues-principal transactions and other income $ 51 $ 87 $ (145) Other extended settlement trades Revenues-principal transactions and other income - - (251) Other extended settlement trades Revenues-net trading (70) 60 10 TBA and other forward agency MBS Revenues-net trading 6,545 6,053 6,909 $ 6,526 $ 6,200 $ 6,523 |
Collateralized Securities Trans
Collateralized Securities Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Collateralized Securities Transactions [Abstract] | |
Collateralized Securities Transactions | 11. COLLATERALIZED SECURITIES TRANSACTIONS Matched Book Repo Business The Company enters into repo and reverse repos 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 repos. The Company will borrow money from another counterparty using those same collateral securities pursuant to a repo. The Company seeks to earn net interest income on these transactions. Currently, the Company categorizes its matched book repo business into two major groups: gestation repo and GCF repo. Gestation Repo Gestation repo involves entering into repo and reverse repos where the underlying collateral security represents a pool of newly issued mortgage loans. The borrowers (the reverse repo counterparties) are generally mortgage originators. The lenders (the repo counterparties) are a diverse group of the counterparties comprised of banks, insurance companies, and other financial institutions. The Company’s gestation 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 gestation repo transactions. GCF Repo In October 2017, the Company became as a full netting member of the FICC’s Government Securities Division. As a full netting member of the FICC, the Company has access to the FICC’s GCF repo service that provides netting and settlement services for repo 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 repo counterparties) are a diverse group of financial institutions including hedge funds, registered investment funds, REITs, and other similar counterparties. The lenders (the repo counterparties) are the FICC and other large financial institutions. 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 , which it entered into with Fifth Third Financial Bank, N.A. (FT Financial) on April 25, 2018. This line of credit arrangement was subsequently amended. See note 20. Other Repo Transactions In addition to the Company’s matched book repo business, the Company may also enter into reverse repos to acquire securities, to cover short positions or as an investment. Additionally, the Company may enter into repos to finance the Company’s securities positions held in inventory. These repo and reverse repos are generally cleared on a bilateral or triparty basis; no clearing broker is involved. These transactions are not matched. Repo Information At December 31, 2019 and 2018 , the Company held reverse repos of $ 7,500,002 and $ 7,632,230 , respectively, and the fair value of securities and cash received as collateral under reverse repos was $ 7,769,693 and $ 7,905,823 , respectively. As of December 31, 2019, and 2018 , the reverse repo balance was comprised of receivables collateralized by 41 and 36 counterparties, respectively. At December 31, 2019 and 2018 , the Company had repos of $ 7,534,443 and $ 7,671,764 , respectively, and the fair value of securities and cash collateral pledged as collateral under repos was $ 7,561,978 and $ 7,694,018 , respectively. These amounts include collateral for reverse repos that were re-pledged as collateral for repos. Intraday and Overnight Lending Facility In conjunction with the Company’s GCF repo business, on October 19, 2018, the Company and BONY entered into 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 at December 31, 2019 was $75,000 . The current termination date of this facility is October 16 , 2020. 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. During the year ended December 31, 2019, advances of $32,818 were made under this facility. This draw plus accrued interest of $2 , or $32,820 , was outstanding as of December 31, 2019 and was included as a component of payable to brokers, dealers, and clearing agencies in the statement of financial condition. This amount was repaid in full in January 2020. Concentration In the matched book repo business, the demand for borrowed funds is generated by the reverse repo counterparty and the supply of funds is provided by the repo counterparty. On the demand side, the Company does not consider its GCF repo business to be concentrated because the Company’s reverse repo counterparties are a diverse group of financial institutions. On the supply side, the Company obtains a significant amount 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 supply side of the business. The gestation repo business has been and continues to be concentrated as to reverse repo counterparties. The Company conducts this business with a limited number of reverse repo counterparties. As of December 31, 2019, and 2018 , the Company’s gestation reverse repos shown in the tables below represented balances from seven and six counterparties, respectively. The Company also has a limited number of repo counterparties in the gestation repo business. However, this is primarily a function of the limited number of reverse repo counterparties with whom the Company conducts this business rather than a reflection of a limited supply of funds. Therefore, the Company considers the gestation repo business to be concentrated on the demand side. The total net revenue earned by the Company on its matched book repo business (both gestation and GCF repo) was $12,011 , $4,624 , and $3,789 for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Detail Effective June 1, 2019, the Company changed its accounting policy regarding the netting of reverse repo and repo transactions. ASC 210 provides the option to present reverse repo and repo on a net basis if certain netting conditions are met. Prior to this date, the Company utilized this option and presented repo and reverse repo on a net basis when these conditions were met. As of June 1, 2019, the Company changed its policy to present all repo and reverse repo transactions on a gross basis even if the underlying netting conditions are met. The Company believes that the newly adopted accounting principle is preferable in the circumstances because it provides consistency for the accounting of all repo and reverse repos, as well as more information on the face of the financial statements. The amounts in the table below (including periods prior to June 1, 2019) are presented on a gross basis. As of December 31, 2019 , the Company had outstanding reverse repos of $7,500,002 and repos of $7,534,443 . Included in these amounts are outstanding reverse repos of $371,025 and repos of, $5,138,712 where the FICC was the Company’s counterparty to the transaction and which were subject to a master netting arrangement. As of December 31, 2018, the Company had outstanding reverse repos of $7,632,230 and repos of $7,671,764 . Included in these amounts are outstanding reverse repos of $2,461,177 and repos of $6,923,912 , where the FICC was the Company’s counterparty to the transaction and which were subject to a master netting arrangement. The following tables summarize the remaining contractual maturity of the gross obligations under repos accounted for as secured borrowings segregated by the underlying collateral pledged as of each date shown. All amounts as well as counterparty cash collateral (see notes 7 and 17) are subject to master netting arrangements. . Secured Borrowings (Dollars in Thousands) December 31, 2019 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. treasury and government agency MBS (GCF repo) $ 5,117,811 $ 1,546,510 $ - $ - $ 6,664,321 MBS (gestation repo) - 742,035 100,403 - 842,438 SBA loans 27,684 - - - 27,684 $ 5,145,495 $ 2,288,545 $ 100,403 $ - $ 7,534,443 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. treasury and government agency MBS (GCF repo) $ 1,231,027 $ 2,525,188 $ 2,319,079 $ 575,058 $ 6,650,352 MBS (gestation repo) - 747,692 101,958 - 849,650 $ 1,231,027 $ 3,272,880 $ 2,421,037 $ 575,058 $ 7,500,002 SECURED BORROWINGS (Dollars in Thousands) December 31, 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. treasury and government agency MBS (GCF repo) $ 7,014,758 $ 250,537 $ - $ - $ 7,265,295 MBS (gestation repo) - 287,400 100,918 - 388,318 SBA loans 18,151 - - - 18,151 $ 7,032,909 $ 537,937 $ 100,918 $ - $ 7,671,764 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements U.S. treasury and government agency MBS (GCF repo) $ 10,864 $ 5,477,247 $ 598,635 $ 1,157,349 $ 7,244,095 MBS (gestation repo) - 287,209 100,926 - 388,135 $ 10,864 $ 5,764,456 $ 699,561 $ 1,157,349 $ 7,632,230 |
Investments In Equity Method Af
Investments In Equity Method Affiliates | 12 Months Ended |
Dec. 31, 2019 | |
Investments in Equity Method Affiliates [Abstract] | |
Investments In Equity Method Affiliates | 12. INVESTMENTS IN EQUITY METHOD AFFILIATES Equity method accounting requires the Company to record its investments in equity method affiliates on the consolidated balance sheets and to recognize its share of the equity method affiliates’ net income as earnings each reporting period. The Company has certain equity method affiliates for which it has elected the fair value option. Those investees are excluded from the table below and are included as a component of other investments, at fair value in the consolidated balance sheets. All gains and losses (unrealized and realized) from securities classified as other investments, at fair value in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statement of operations. The following table summarizes the activity and earnings in the Company’s investment that is accounted for under the equity method. See note 4 and note 31. INVESTMENTS IN EQUITY METHOD AFFILIATES (Dollars in Thousands) Insurance SPAC AOI CK Capital Total January 1, 2019 $ - $ - $ - $ - Investments / advances 3,775 559 18 4,352 Distributions / repayments - - - - Earnings / (loss) realized (553) - - (553) December 31, 2019 $ 3,222 $ 559 $ 18 $ 3,799 SUMMARY DATA OF EQUITY METHOD INVESTEES (Dollars in Thousands) December 31, 2019 December 31, 2018 Total Assets $ 229,870 $ 64,497 Liabilities $ 7,289 $ 478 Equity attributable to the investees 222,581 64,002 Non-controlling interest - 17 Total Liabilities & Equity $ 229,870 $ 64,497 Year Ended December 31, 2019 2018 2017 Net income/(loss) 6,009 4,189 (238) Net income/(loss) attributable to the investee 6,005 4,176 (237) |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill [Abstract] | |
Goodwill | 13. GOODWILL Goodwill is comprised of the following. GOODWILL (Dollars in Thousands) As of December 31, 2019 2018 AFN $ 110 $ 110 JVB 7,882 7,882 Goodwill $ 7,992 $ 7,992 The Company measures its goodwill impairment on an annual basis or when events indicate that goodwill may be impaired. The Company first assesses qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Based on the results of the qualitative assessment, the Company then determines whether it needs to calculate the fair value of the reporting unit as part of the first step of the two-step goodwill impairment test. AFN Goodwill The annual impairment testing date for the AFN goodwill is October 1. The first testing date following the Merger was October 1, 2010. The Company determined the goodwill was no t impaired as of 2019 , 2018 , and 2017 . JVB Goodwill The annual impairment testing date for the JVB goodwill is January 1. The first testing date after the acquisition was January 1, 2012. The Company determined the goodwill was no t impaired as of 2019 , 2018 , and 2017 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 14. LEASES As of December 31, 2019 , all of the leases to which the Company was a party were operating leases. The weighted average remaining term of the leases was 8.3 years. The weighted average discount rate for the leases was 5.31% . Maturities of operating lease liability payments consisted of the following. FUTURE MATURITY OF LEASE LIABILITIES (Dollars in Thousands) As of December 31, 2019 2020 1,564 2021 1,108 2022 933 2023 950 2024 983 Thereafter 4,094 Total 9,632 Less imputed interest (1,939) Lease obligation $ 7,693 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
Other Assets | 15. OTHER ASSETS Other assets consisted of the following. OTHER ASSETS (Dollars in Thousands) As of December 31, 2019 2018 Deferred costs $ 301 $ 571 Prepaid expenses 796 1,009 Prepaid income taxes - 40 Deposits 656 669 Miscellaneous other assets 275 33 Loans held for sale 5,323 - Furniture, equipment, and leasehold improvements, net 916 1,133 Intangible assets 166 166 Other assets $ 8,433 $ 3,621 Deferred costs and prepaid expenses represent amounts paid for services that are being amortized over their expected period of use and benefit. They are all routine and short-term in nature. Deposits are amounts held by landlords or other parties which will be returned or offset upon satisfaction of a lease or other contractual arrangement. Loans held for sale represent mortgage loans acquired by ViaNova (see note 4) that are being held for resale. See note 16 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for further discussion of the firm’s furniture, equipment, and leasehold improvements. Intangible assets represent the carrying value of the JVB broker-dealer license. |
Furniture, Equipment, And Lease
Furniture, Equipment, And Leasehold Improvements, Net | 12 Months Ended |
Dec. 31, 2019 | |
Furniture, Equipment, And Leasehold Improvements, Net [Abstract] | |
Furniture, Equipment, And Leasehold Improvements, Net | 16. FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET Furniture, equipment, and leasehold improvements, net, which are included as a component of other assets on the consolidated balance sheets, are as follows. FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET (Dollars in Thousands) As of December 31, Estimated Useful Lives 2019 2018 Furniture and equipment 3 to 5 Years $ 1,042 $ 1,726 Leasehold improvements 5 to 10 Years 855 894 1,897 2,620 Accumulated depreciation (981) (1,487) Furniture, equipment, and leasehold improvements, net $ 916 $ 1,133 For the year ended December 31, 2019 , the Company wrote-off fully depreciated furniture and equipment and leasehold improvements of $825 . The Company recognized depreciation and amortization expense of $318 , $261 , and $249 for the years ended December 31, 2019 , 2018 , and 2017 , respectively, as a component of depreciation and amortization on the consolidated statements of operations, all of which represented depreciation of furniture, equipment, and leasehold improvements. |
Accounts Payable And Other Liab
Accounts Payable And Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payable And Other Liabilities [Abstract] | |
Accounts Payable And Other Liabilities | 17. ACCOUNTS PAYABLE AND OTHER LIABILITIES Accounts payable and other liabilities consisted of the following. ACCOUNTS PAYABLE AND OTHER LIABILITIES (Dollars in Thousands) As of December 31, 2019 2018 Accounts payable $ 362 $ 359 Redeemable financial instruments accrued interest 403 714 Straight line rent payable - 405 Accrued interest payable 711 674 Accrued interest on securities sold, not yet purchased 914 1,184 Payroll taxes payable 729 721 Counterparty cash collateral 9,524 4,227 Accrued expense and other liabilities 7,652 3,168 Accounts payable and other liabilities $ 20,295 $ 11,452 The redeemable financial instrument accrued interest represents accrued interest on the JKD Capital Partners I LTD and the DGC Trust/CBF redeemable financial instruments. See note 19. When the Company enters into a reverse repo, the Company obtains collateral in excess of the principal of the reverse repo. The Company accepts collateral in the form of liquid securities or cash. To the extent the Company receives cash collateral, the Company includes it as a component of other liabilities (counterparty cash collateral) in the table above. See note 11. When the Company enters into repo transactions, the Company provides collateral to the Company’s repo counterparty in excess of the principal balance of the repo. If the value of the securities the Company provides as collateral increases, the Company may request a return of some of its collateral. In some cases, the repo counterparty will return cash instead of securities. In that case, the Company includes the cash returned as a component of other liabilities (counterparty cash collateral) in the table above. See note 11. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2019 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 18. VARIABLE INTEREST ENTITIES As a general matter, a reporting entity must consolidate a VIE when it is deemed to be the primary beneficiary. The primary beneficiary is the entity that has both (a) the power to direct the matters that most significantly impact the VIE’s financial performance and (b) a significant variable interest in the VIE. The Company’s Principal Investing Portfolio Included in other investments, at fair value in the consolidated balance sheets are investments in several VIEs. In each case, the Company determined it was not the primary beneficiary. The maximum potential financial statement loss the Company would incur if the VIEs were to default on all their obligations would be the loss of the carrying value of these investments as well as any future investments the Company were to make. As of December 31, 2019 , there were $ 817 of unfunded commitments to VIEs in which the Company has invested. Other than its investment in these entities, the Company did not provide financial support to these VIEs during the years ended December 31, 2019 and 2018 and had no liabilities, contingent liabilities, or guarantees (implicit or explicit) related to these VIEs at December 31, 2019 and 2018 . See table below. 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. Certain of the Investment Vehicles managed by the Company are VIEs. Under the current guidance of ASU 2015-12, the Company has concluded that its asset management contracts are not 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 VIEs that it manages. The Company’s Trading Portfolio From time to time, the Company may acquire an interest in a VIE through the investments it makes as part of its trading operations, which are included as investments-trading or securities sold, not yet purchased in the consolidated balance sheets. Because of the high volume of trading activity in which the Company engages, the Company does not perform a formal assessment of each individual investment within its trading portfolio to determine if the investee is a VIE and if the Company is a primary beneficiary. Even if the Company were to obtain a variable interest in a VIE through its trading portfolio, the Company would not be deemed to be the primary beneficiary for two main reasons: (a) the Company does not usually obtain the power to direct activities that most significantly impact any investee’s financial performance and (b) a scope exception exists within the consolidation guidance for cases where the reporting entity is a broker-dealer and any control (either as the primary beneficiary of a VIE or through a controlling interest in a voting interest entity) was deemed to be temporary. In the unlikely case that the Company obtained the power to direct activities and obtained a significant variable interest in an investee in its trading portfolio that was a VIE, any such control would be deemed to be temporary due to the rapid turnover of the Company’s trading portfolio. The following table presents the carrying amounts of the assets in the Company’s consolidated balance sheets related 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 20) and (ii) any security that represents an interest in a VIE that is included in investments-trading or securities sold, not yet purchased in the Company’s consolidated balance sheets. The table below shows the Company’s maximum exposure to loss associated with these identified nonconsolidated VIEs in which it holds variable interests at December 31, 2019 and 2018 . CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES (Dollars in Thousands) As of December 31, 2019 2018 Other Investments, at fair value $ 5,413 $ 5,273 Maximum Exposure $ 5,413 $ 5,273 |
Redeemable Financial Instrument
Redeemable Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Redeemable Financial Instruments [Abstract] | |
Redeemable Financial Instruments | 19. REDEEMABLE FINANCIAL INSTRUMENTS Redeemable financial instruments consisted of the following. REDEEMABLE FINANCIAL INSTRUMENTS (Dollars in Thousands) As of December 31, 2019 2018 JKD Investor $ 7,957 $ 6,732 DGC Trust / CBF 8,500 10,000 ViaNova Capital Group, LLC 526 716 $ 16,983 $ 17,448 JKD Capital Partners I LTD Amendment 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, an additional $1,000 was invested in January 2017, and an additional $1,268 was invested on January 9, 2019. The JKD Investor is owned by Jack DiMaio, the vice chairman of the Company’s board of directors and his spouse. 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 (as defined in the JKD Investment Agreement, as amended) and (ii) certain expenses incurred by such Institutional Corporate Trading Business (the “Institutional Corporate Trading Business Net Revenue”). 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 in 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 (as described below) occurs, unless the JKD Investment Agreement is earlier terminated. On March 6, 2019, the JKD Investor and the Operating LLC entered into an amendment to the JKD Investment Agreement (the “JKD Investment Agreement Amendment”), pursuant to which the term “JKD Investment Return” under the JKD Investment Agreement was amended as follows: (a) during the fourth quarter of 2018, an amount equal to 42% of the Institutional Corporate Trading Business Net Revenue, and (b) commencing on January 1, 2019 and for each quarter during the remainder of the term of the JKD Investment Agreement, an amount equal to a percentage of the Institutional Corporate Trading Business Net Revenue, which percentage is based on the JKD Investor’s investment under the JKD Investment Agreement as a percentage of the total capital allocated to the Institutional Corporate Trading Business of JVB. 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, as amended, 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, as amended, 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 amended) 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 in an amount equal to the Investment Balance (as such term is defined in the JKD Investment Agreement, as amended) 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. DGC Trust/ CBF Amendments Prior to September 30, 2019, the DGC Trust / CBF redeemable financial instruments were comprised of two separate agreements: one with CBF pursuant to which CBF invested $8,000 into the Operating LLC (the “CBF Investment Agreement”) and one with the DGC Trust pursuant to which the DGC Trust invested $2,000 into the Operating LLC (the “DGC Trust Investment Agreement”). The CBF Investment Agreement and the DGC Trust Investment Agreement were amended on September 25, 2019 and again on December 4, 2019, with each amendment becoming effective October 1, 2019. The amendments included the following changes: (a) The term “Investment Amount” under the CBF Investment Agreement was reduced from $8,000 to $6,500 in exchange for a one-time payment of $1,500 by the Operating LLC to CBF; and (b) The term “Investment Return” under the CBF Investment Agreement was amended to mean an annual return equal to: · for the twelve-month period ending on September 29, 2020, 3.75% of the Investment Amount, plus (x) 11.47% of any revenue of the GCF repo business (the “Revenue of the Business”) during such period between zero and $11,777 plus (y) 7.65% of any Revenue of the Business during such period in excess of $11,777. Prior to the second amendment, the Investment Return was with respect to any twelve-month period ending on September 29, 2020 (each, an “Annual Period”) was 3.75% of the Investment Amount plus (x) 11.47% of the Revenue of the Business for any Annual Period in which the Revenue of the Business was greater than zero but less than or equal to $5,333 , (y) $612 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) 7.65% of the Revenue of the Business for any Annual Period in which the Revenue of the Business is greater than $8,000, and · for any Annual Period following September 29, 2020, (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 15.29% 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, 3.75% of the Investment Amount. . (c) The term “Investment Return” under the DGC Trust Investment Agreement was amended to mean an annual return equal to: · for the twelve-month period ending on September 29, 2020, 3.75% of the Investment Amount plus (x) 3.53% of any Revenue of the Business during such period between zero and $11,177 plus (y) 2.35% of any Revenue of the Business during such period in excess of $11,177. Prior to the second amendment, the Investment Returns was 3.75% of the Investment Amount, as defined in the DGC Trust Investment Agreement, plus (x) 3.53% of the Revenue of the Business, for any Annual Period in which the Revenue of the Business is greater than zero but less than or equal to $5,333 , (y) $188 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) 2.35% of the Revenue of the Business for any Annual Period in which the Revenue of the Business is greater than $8,000 , and · for any Annual Period following September 29, 2020, (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 4.71% 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, 3.75% of the Investment Amount. Except as set forth above, the other material terms and conditions of the CBF Investment Agreement and the DGC Trust Investment Agreement remained substantially unchanged by the amendments. The payment of $1,500 was made by the Operating LLC to CBF in October 2019, which reduced the redeemable financial instrument balance under the CBF Investment Agreement. Via Nova Capital Group, LLC On November 16, 2018 and effective as of November 19, 2018, the Operating LLC entered into an investment agreement (the “ViaNova Investment Agreement”) by and among Hancock Funding, LLC (“Hancock”), New Avenue Investments LLC (“New Avenue”), JVB, ViaNova, and the Operating LLC. Pursuant to the ViaNova Investment Agreement, Hancock, New Avenue, the Operating LLC, and JVB agreed to invest $500 , $250 , $500 , and $2,750 , respectively, into ViaNova (collectively, the “ViaNova Investment”). Pursuant to the ViaNova Investment Agreement, Hancock, the Operating LLC, and JVB invested their respective portions of the ViaNova Investment into ViaNova prior to the effective date of the ViaNova Investment Agreement. New Avenue has invested $220 of its portion (i.e. $250), the remaining $30 is included in due from related parties. Hancock and New Avenue are owned by employees of the Company. Pursuant to the ViaNova Investment Agreement, in consideration of the ViaNova Investment, once the Operating LLC is repaid $693 of funded operating costs from net revenue (as defined in the ViaNova Investment Agreement) generated directly by the activities of ViaNova’s RTL business, each party to the ViaNova Investment Agreement is entitled to receive a quarterly payment equal to the net revenue (to the extent positive) generated directly by the activities of ViaNova’s RTL business during such quarter, multiplied by a fraction, the numerator of which is equal to such party’s portion of the ViaNova Investment and the denominator is equal to the entire ViaNova Investment. See note 20 for interest expense incurred on redeemable financial instruments. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt [Abstract] | |
Debt | 20. DEBT DETAIL OF DEBT (Dollars in Thousands) As of December 31, Description 2019 2018 Interest Rate Terms Interest (4) Maturity Non-convertible debt: 12.00% senior notes (the "2019 Senior Notes") $ 6,786 $ - Fixed 12.00 % September 2020 (1) Contingent convertible debt: 8.00% convertible senior note (the "2017 Convertible Note") 15,000 15,000 Fixed 8.00 % March 2022 (2) 8.00% convertible senior notes (the "2013 Convertible Notes") - 6,786 Fixed 8.00 % September 2019 (1) Less unamortized debt issuance costs (703) (974) 14,297 20,812 Junior subordinated notes (3): Alesco Capital Trust I 28,125 28,125 Variable 5.94% % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 6.11% % March 2035 Less unamortized discount (25,124) (25,401) 23,001 22,724 FT Financial Bank, N.A. Credit Facility - - Variable N/A April 2021 LegacyTexas Credit Facility 4,777 - Variable N/A April 2020 Total $ 48,861 $ 43,536 (1) On September 25, 2019, the Company amended and restated the previously outstanding 2013 Convertible Notes, which were scheduled to mature on September 25, 2019. The material terms and conditions of the 2013 Convertible Notes remained substantially the same, except that (i) the maturity date thereof changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature in the 2013 Convertible Notes was removed; (iii) the interest rate thereunder changed from 8% per annum ( 9% in the event of certain events of default) to 12% per annum ( 13% in the event of certain events of default); and (iv) the restrictions regarding the prepayment were removed. The post amendment notes are referred to herein as the “2019 Senior Notes” and the pre-amendment notes are referred to herein as the “2013 Convertible Notes.” (2) The holder of the 2017 Convertible Note may convert all or any part of the outstanding principal amount at any time prior to maturity into units of membership interests of the Operating LLC at a conversion price of $1.45 per unit, subject to customary anti-dilution adjustments. Units of membership interests of the Operating LLC not held by Cohen & Company Inc. may, with certain restrictions, be redeemed and exchanged into shares of the Cohen & Company Inc. common stock, par value $0.01 per share (“Common Stock”) on a ten-for-one basis. Therefore, the 2017 Convertible Note can be converted into Operating LLC units of membership interests and then redeemed and exchanged into Common Stock at an effective conversion price of $14.50 . (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 the common stock. The Company carries the common stock on its balance sheet at a value of $0 . The junior subordinated notes are recorded at a discount to par. When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31 , 2019 on a combined basis was 15.04% assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity. (4) Represents the interest rate in effect as of the last day of the reporting period. See note 33 for discussion of partial repayment of 2019 Senior Notes and issuance of 2020 Senior Notes on January 31, 2019. The 2019 Senior Notes On September 25, 2019, the Company amended and restated the previously outstanding 2013 Convertible Notes, which were scheduled to mature on September 25, 2019. The material terms and conditions of the 2013 Convertible Notes remained substantially the same, except that (i) the maturity date thereof was changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature in the 2013 Convertible Notes was removed; (iii) the interest rate thereunder was changed from 8% per annum ( 9% in the event of certain events of default) to 12% per annum ( 13% in the event of certain events of default); and (iv) the restrictions regarding prepayment were removed. The post amendment notes are referred to herein as the “2019 Senior Notes” and the pre-amendment notes are referred to herein as the “2013 Convertible Notes.” Contingent Convertible Debt The 2017 Convertible Note On March 10, 2017 (the “Closing Date”), the Operating LLC entered into a Securities Purchase Agreement (the “2017 Convertible Note Purchase Agreement”), by and among the Operating LLC and DGC Trust. Pursuant to the 2017 Convertible Note Purchase Agreement, the DGC Trust agreed to purchase from the Operating LLC, and the Operating LLC agreed to issue and to sell to the DGC 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 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 Trust the $600 Transaction Fee, which obligation was offset in full by Daniel G. Cohen’s obligation to pay the Termination Fee for the Europe Sale Agreement 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 Trust offer customary indemnifications. Further, the Operating LLC and the DGC Trust provide each other with customary representations and warranties, the Company provides limited representations and warranties to the DGC Trust, and each of the Operating LLC and the Company make customary affirmative covenants. Pursuant to the 2017 Convertible Note Purchase Agreement, the Company agreed to execute an amendment (the “LLC Agreement Amendment”) to the Amended and Restated Limited Liability Company Agreement of the Operating LLC dated as of December 16, 2009, by and among the Operating LLC and its members, as amended (the “LLC Agreement”) at such time in the future as all of the other members execute the LLC Agreement Amendment. The LLC Agreement Amendment provides, among other things, that the board of managers will initially consist of Daniel G. Cohen, as chairman of the Operating LLC’s board of managers, Lester R. Brafman (the Company’s current chief executive officer), and Joseph W. Pooler, Jr. (the Company’s current executive vice president, chief financial officer, and treasurer). The LLC Agreement Amendment also provides that Daniel G. 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. On October 30, 2019, each of the members of Cohen & Company, LLC executed the LLC Agreement Amendment. 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. In 2019, the Company elected to pay all accrued interest. 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 membership interests 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 FT Financial loan agreement discussed below, the Operating LLC’s payment obligations under the 2017 Convertible Note are subordinated to any loans under the FT Financial Credit Facility . See note 31. The 2013 Convertible Notes In connection with the investments by Mead Park Capital and EBC, as assignee of CBF, in September 2013, the Company issued $8,248 in aggregate principal amount of convertible senior promissory notes. The 2013 Convertible Notes accrued 8% interest per year, payable quarterly. As required under ASC 470, the Company accounted for the 2013 Convertible Notes as conventional convertible debt and did not allocate any amount of the proceeds to the embedded equity option. The 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 paid one holder in full 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. Pursuant to the amendments to the 2013 Convertible Notes, (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 amendments to the 2013 Convertible Notes provided that, until the Company’s stockholders approved 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 September 25, 2018. In addition, the amendments to the 2013 Convertible Notes provided that (i) the Company 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 stockholders, (ii) the Company use its reasonable best efforts to solicit proxies for such stockholder approval, and (iii) the Company’s board of directors recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal. At the Company’s 2019 annual meeting of stockholders held on June 12, 2019, the Company’s stockholders approved the Company’s potential issuances of up to 379,785 shares of Common Stock pursuant to the 2013 Convertible Note held by the Edward E. Cohen IRA and up to 207,834 shares of Common Stock pursuant to the 2013 Convertible Note held by the EBC 2013 Family Trust, in each case, in accordance with Section 713(a) of the NYSE American Company Guide. On September 25, 2019, the 2019 Senior Notes amended and restated the 2013 Convertible Notes as discussed above. FT Financial 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 “2018 FT LOC”) with FT Financial as lender. FT Financial was formerly known as MB Financial Bank, N.A. Pursuant to the terms of the 2018 FT LOC, FT 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 2018 FT LOC, JVB paid to FT Financial a commitment fee in the amount of $250 . Loans under the 2018 FT LOC bear interest at a per annum rate equal to LIBOR plus 6.0% . 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 FT Financial’ s $25,000 commitment under the 2018 FT LOC. Pursuant to the 2018 FT LOC, all Loans must be used by JVB for working capital purposes and general liquidity of JVB. Further, under the 2018 FT LOC, JVB may request a reduction of the $25,000 commitment amount in a minimum amount of $1,000 and multiples of $500 thereafter, upon not less than five days prior notice to FT Financial. On January 29, 2019, the 2018 FT LOC was restructured. The total commitment of the 2018 FT LOC was reduced from $25,000 to $7,500 and the maturity date was extended from April 10, 2020 to April 10, 2021. The other material terms and conditions remained substantially identical. As part of the restructuring, the Company entered into a new subordinated revolving note agreement (the “2019 FT Revolver”). Under the 2019 FT Revolver, the Company can borrow up to $17,500 on a revolving basis. Borrowings under the 2019 FT Revolver must be in minimum amounts of $1,000 or any higher multiple of $500. The 2019 FT Revolver bears interest at a per annum rate equal to LIBOR plus 6% and the Company is required to pay an undrawn commitment fee at a per annum rate equal to 0.50% per annum on any undrawn amounts. In addition, the Company will pay a commitment fee equal to 0.75% (or $131 ) on April 10, 2020. The 2019 FT Revolver matures on April 10, 2021. On January 30, 2019, JVB received approval from FINRA to treat draws under the 2019 FT Revolver as qualified subordinated debt. As such, draws under the 2019 FT Revolver are treated as an increase in net capital for purposes of FINRA Rule 15(c) 3-1. As of December 31, 2019, the Company had not borrowed under the 2018 FT LOC or the 2019 FT Revolver. The Company is subject to the following financial covenants in the 2018 FT LOC and 2019 FT Revolver. As of December 31, 2019, the Company is in compliance with all of these financial covenants. 1. JVB’s tangible net worth as defined must exceed $80,000 . 2. JVB’s excess net capital as defined in Rule 15c3-1 must exceed $40,000 . 3. The total amount drawn on the 2018 FT LOC and 2019 FT Revolver (on a combined basis) must not exceed 22% of tangible net worth as defined. LegacyTexas Bank On November 20, 2018, ViaNova, as borrower, entered into a Warehousing Credit and Security Agreement (the “LegacyTexas Credit Facility”) with LegacyTexas Bank, as the lender, with an effective date of November 16, 2018, and amended on May 4, 2019 and September 25, 2019. The LegacyTexas Credit Facility supports the purchasing, aggregating, and distribution of residential transition loans by ViaNova. Pursuant to the terms of the LegacyTexas Credit Facility, LegacyTexas Bank agreed to make loans at ViaNova’s request from time to time in the aggregate amount of up to $12,500 . The loans (both principal and interest) were scheduled to mature and become immediately due and payable in full on November 15, 2019. However, on October 28, 2019, the maturity date was extended to April 15, 2020. Loans under the LegacyTexas Credit Facility bear interest at a per annum rate equal to LIBOR (with a floor of 1.50% ) plus 4.0% (for residential transition loans) or 5.0% (for aged residential transition loans). Commencing February 14, 2019, ViaNova became required to pay an undrawn commitment fee at a per annum rate equal to 0.25% of the undrawn portion of the $12,500 commitment under the LegacyTexas Credit Facility; provided, however, that such fee shall be waived for any calendar month (i) in which the used portion for such month is equal to or greater than fifty percent ( 50% ) of the $12,500 commitment amount, or (ii) the aggregate advances funded by LegacyTexas Bank for such calendar month are equal to or greater than the $12,500 commitment amount, as may be in effect from time to time. Loans under the LegacyTexas Credit Facility must be used by ViaNova to provide funding for short-term mortgages to developers for the purchase and renovation of residential 1-4 family properties or to purchase such short-term mortgages from correspondents that originate such short-term mortgages. The obligations of ViaNova under the LegacyTexas Credit Facility are secured by a lien on the mortgages financed by the LegacyTexas Credit Facility. Further, pursuant to the terms of the LegacyTexas Credit Facility, ViaNova deposited cash in an amount equal to 2% of the $12,500 commitment amount in a non-interest-bearing account with LegacyTexas Bank as additional collateral. See note 15. The Company is subject to the following financial covenants in the LegacyTexas Credit Facility . As of December 31, 2019, the Company is in compliance with all of these financial covenants. 1. ViaNova’s minimum adjusted tangible net worth (as defined) must equal or exceed $3,000 . 2. ViaNova must maintain unrestricted cash (as defined) of at least $1,500 . 3. The indebtedness to adjusted tangible net worth ratio (as defined) of ViaNova must not exceed 15 to 1. Deferred Financing The Company incurred $1,400 of deferred financing costs associated with the issuance of the 2017 Convertible Note and $670 of deferred financing costs associated with the issuance of the 2013 Convertible Notes. These amounts were initially recorded as a discount on debt and are amortized to interest expense over the life of the notes under the effective interest method. The Company also incurred $525 of deferred financing costs associated with the 2018 FT LOC. These amounts were initially recorded as a component of other assets and are amortized to interest expense over the life of the line of credit using the straight-line method. The Company recognized interest expense from deferred financing costs of $509 , $552 , and $332 for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Interest Expense, Net Interest expense incurred is shown in the table below by instrument for the years ended 2019 , 2018 , and 2017 . INTEREST EXPENSE (Dollars in Thousands) Year Ended December 31, 2019 2018 2017 Junior subordinated notes $ 3,457 $ 3,499 $ 3,293 2013 Convertible Notes / 2019 Senior Notes 615 752 811 2017 Convertible Note 1,472 1,445 1,154 2018 FT LOC / 2019 FT Revolver 365 270 - Redeemable Financial Instrument - DGC Trust / CBF 1,166 587 89 Redeemable Financial Instrument - JKD Investor 699 1,968 831 Redeemable Financial Instrument - ViaNova Capital Group, LLC (190) (34) - $ 7,584 $ 8,487 $ 6,178 The redeemable financial instrument – Via Nova Capital Group, LLC had a negative return during the periods presented. Accordingly, the redemption value of the instrument is reduced, which is recorded as interest income. See note 19. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | 21. EQUITY Common Stock On September 1, 2017, the Company effected a 1-for- 10 reverse stock split and increased the par value of the Common Stock from $0.001 per share to $0.01 per share. All share and per share amounts, and exercise and conversion prices for all periods presented herein reflect the reverse split as if it had occurred as of the beginning of the first period presented. No fractional shares were issued in connection with the reverse stock split. Instead, a stockholder who otherwise would have been entitled to receive fractional shares of Common Stock as a result of the reverse stock split became entitled to receive from the Company cash in lieu of such fractional shares. The total cash payment for the fractional shares was $4 . Immediately after the reverse stock split there were 1,262,584 of common shares outstanding, which included 81,098 of unvested and restricted stock. The holders of the Common Stock are entitled to one vote per share. These holders are entitled to receive distributions on such stock when, as, and if authorized by the Company’s board of directors out of funds legally available and declared by the Company, and to share ratably in the assets legally available for distribution to the Company’s stockholders in the event of its liquidation, dissolution, or winding up after payment of or adequate provision for all of the Company’s known debts and liabilities, including the preferential rights on dissolution of any class or classes of preferred stock. The holders of the Common Stock have no preference, conversion, exchange, sinking fund, redemption, or, so long as the Common Stock remains listed on a national exchange, appraisal rights and have no preemptive rights to subscribe for any of the Company’s securities. Shares of the Common Stock have equal dividend, liquidation, and other rights. Preferred Stock Series C Junior Participating Preferred Stock : Series C Junior Participating Preferred Stock (“Series C Preferred Stock”) was authorized by the Company’s board of directors in connection with the Stockholder Rights Plan discussed below. The Series C Preferred Stock has a par value of $0.001 per share and 10,000 shares were authorized as of December 31, 2019 and 2018 . The holders of Series C Preferred Stock are entitled to receive, when, as, and if declared by the Company’s board of directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September, and December in each year commencing on the first quarterly dividend payment date after the first issuance of a share or fraction of a share of Series C Preferred Stock. Dividends accrue and are cumulative. The holder of each share of Series C Preferred Stock is entitled to 10,000 votes on all matters submitted to a vote of the Company’s stockholders. Holders of Series C Preferred Stock are entitled to receive dividends, distributions or distributions upon liquidation, dissolution, or winding up of the Company in an amount equal to $100,000 per share of Series C Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions, whether or not declared, prior to payments made to holders of shares of stock ranking junior to the Series C Preferred Stock. The shares of Series C Preferred Stock are not redeemable. There were no shares of Series C Preferred Stock issued and outstanding as of December 31, 2019 and 2018 . Series E Voting Non-Convertible Preferred Stock : Each share of the Company’s Series E Voting Non-Convertible Preferred Stock (“Series E Preferred Stock”) has no economic rights but entitles the holders thereof, to vote the Series E Preferred Stock on all matters presented to the Company’s stockholders. For every 10 shares of Series E Preferred Stock, the holders thereof are entitled to one vote on any such matter. Daniel G. Cohen, the Company’s chairman, is the sole holder of all 4,983,557 shares of Series E Preferred Stock outstanding as of December 31, 2019 . The Series E Preferred Stock held by Daniel G. Cohen gives him the same voting rights he would have if all of the Operating LLC units of membership interests held by him were exchanged for Common Stock on a ten for one basis and effectively gives him voting rights at the Company in the same proportion as his economic interest (as his units of membership interests of the Operating LLC do not carry voting rights at the Company level). The Series E Preferred Stock effectively enables Daniel G. Cohen to exercise approximately 29.45% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2019 (in addition to the voting power he holds through his common share ownership and Series F Preferred Stock (defined below)). The terms of the Series E Preferred Stock provide that, if the Company causes the redemption of or otherwise acquires any of the Operating LLC units owned by Daniel G. Cohen as of May 9, 2013, then the Company will redeem an equal number of shares of Series E Preferred Stock. The Series E Preferred Stock is otherwise perpetual. As of December 31, 2019 , there were 4,983,557 shares of Series E Preferred Stock issued and outstanding. See Non-Controlling Interest — Future Conversion / Redemption of Operating LLC Units below. Series F Voting Non-Convertible Preferred Stock : O n December 23, 2019, the board of directors adopted a resolution that reclassified 25,000,000 authorized but unissued shares of Preferred Stock, par value $.001 per share, of the C ompany as a series of Preferred Stock designated as Series F Voting Non-Convertible (“Series F Preferred Stock”). In conjunction with SPA , the Company issued 12,549,273 Series F Preferred Stock to Daniel G. Cohen and 9,880,268 Series F Preferred Stock to the DGC Trust . The h olders of the Series F Preferred Stock are not entitled to receive any dividends or distributions (whether in cash, stock or property of the Co mpany ). The holders of Series F Preferred Stock and Common Stock are required to vote, together as a single class on all matters with respect to which a vote of the stockholders of the Corporation is required or permitted. Each outstanding share of Series F P referred Stock entitle s the holder to (1) vote for every ten (10) shares of Series F Preferred Stock on each matter submitted to the Holders for their vote. The Series F Preferred Stock held by Daniel G. Cohen and the DGC Trust give them the same voting rights they would have if all of the Operating LLC units of membership interests held by each were exchanged for Common Stock on a ten for one basis and effectively gives Daniel G. Cohen and the DGC Trust voting rights at the Company in the same proportion as their economic interest (as units of membership interests of the Operating LLC do not carry voting rights at the Company level). The Series F Preferred Stock effectively enables Daniel G. Cohen and the DGC Trust to exercise approximately 65.27% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2019 (in addition to the voting power held through his common share ownership and Series E Preferred Stock ownership ). As of December 31, 2019, there were 22,429,541 shares of Series F Preferred Stock issued and outstanding . See Non-Controlling Interest/ - Securities Purchase Agreement – Purchase of IMXI shares below. Together, the Series E and Series F Preferred stock enables Daniel G. Cohen and the DGC Trust to exercise approximately 69.67% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2019, in addition to the voting power held through Mr. Cohen’s common share ownership. Stockholder Rights Plan On August 3, 2016, the Company adopted a Section 382 Rights Agreement (the “2016 Rights Agreement”) between the Company and Computershare, Inc. The Company’s board of directors adopted the 2016 Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its net operating loss and net capital loss carryforwards to reduce potential future federal income tax obligations. The 2016 Rights Agreement provided for a distribution of one preferred stock purchase right for each share of the Common Stock outstanding to stockholders of record at the close of business on August 15, 2016. Each right entitled the registered holder to purchase from the Company a unit consisting of one ten-thousandth of a share of the Company’s Series C Junior Participating Preferred Stock, par value $0.001 per share, at a purchase price of $100.00 per unit subject to adjustment. The rights would have become exercisable following (i) the 10th day after a public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 4.95% or more of the Common Stock or (ii) the 10th business day following the commencement of a tender offer or exchange offer that would result in a person or group having ownership of 4.95% or more of the Common Stock. The rights had no voting privileges and the Rights Agreement expired on December 31, 2019. No rights were exercisable at December 31, 2019 . There was no impact to the Company’s financial results as a result of the adoption of the 2016 Rights Agreement. The terms and the conditions of the rights are set forth in the Section 382 Rights Agreement filed on Form 8-A with the Securities and Exchange Commission on August 3, 2016. As permitted under the 2016 Rights Agreement, on December 18, 2017, the Company’s board of directors approved a request from Christopher Ricciardi, a former member of the Company’s board of directors and the beneficial owner of over 5% of the Common Stock to purchase up to 100,000 shares of Common Stock on or prior to March 31, 2018 without the rights under the 2016 Rights Agreement becoming exercisable. As a result, no rights under the 2016 Rights Agreement became exercisable in connection with any purchase by Mr. Ricciardi of such Common Stock. Net Share Settlement of Restricted Stock The Company may, from time to time, net share settle equity-based awards for the payment of employees’ tax obligations to taxing authorities related to the vesting of such equity-based awards. The total shares withheld and retired are based on the value of the restricted award on the applicable vesting date as determined by the Company’s closing stock price. These net share settlements reduced the number of shares that would have otherwise been issued as a result of the vesting and do not represent an expense to the Company. Repurchases of Shares and Retirement of Treasury Stock Since March 17, 2016, the Company has entered into letter agreements (together, the “10b5-1 Plan”) with Sandler O’Neill & Partners, L.P. (“Agent”). The most recent letter agreement, which terminated on March 19, 2019, provided for the Agent to purchase up to an aggregate maximum of $2,000 of Common Stock. Pursuant to the 10b5-1 Plan, purchases of Common Stock may be made in public and private transactions and must comply with Rule 10b-18 under the Exchange Act. The 10b5-1 Plan is designed to comply with Rule 10b5-1 under the Exchange Act. During the twelve months ended December 31, 2019, pursuant to the 10b5-1 Plan, the Company repurchased 7,890 shares of Common Stock in the open market for a total purchase price of $65 . In addition, in privately negotiated transactions, on October 21, 2019, the Company purchased 23,000 shares from a former member of the board of directors for $230 or $10.00 per share. On November 7, 2019, the Company purchased 1,000 shares from the chief financial officer for $5 or $4.50 per share. See Note 31. During the twelve months ended December 31, 2018, pursuant to the 10b5-1 Plan, the Company repurchased 57,526 shares of Common Stock in the open market for a total purchase price of $594 . In addition, in privately negotiated transactions, on August 29, 2018, the Company purchased 17,555 shares of Common Stock for an aggregate purchase price of $176 or $10.00 per share from a former member of the board of directors who was a director at the time of the purchase. See note 31. During the twelve months ended December 31, 2017, pursuant to the 10b5-1 Plan, the Company repurchased 15,270 shares of Common Stock in the open market for a total purchase price of $149 . In addition, in privately negotiated transactions, (i) on May 25, 2017, the Company purchased 2,774 shares of Common Stock from an employee of the Company for an aggregate purchase price of $33 or $12.00 per share and (ii) December 18, 2017, the Company purchased 27,346 shares of Common Stock for an aggregate purchase price of $273 or $10.00 per share from a former member of the board of directors who was a director at the time of the purchase. See note 31. Also, during the fourth quarter of 2017, the Company purchased 11,177 shares of Common Stock from an unrelated third-party in a privately negotiated transaction for an aggregate price of $112 or $10.00 per share. The Company currently has no 10b5-1 Plan in place. All of the repurchases noted above were completed using cash on hand. Dividends and Distributions During 2019 , 2018 , and 2017 , the Company paid cash dividends on its outstanding Common Stock in the amount of $519 , $966 , and $985 , respectively. Pro-rata distributions were made to the other members of the Operating LLC upon the payment of dividends to the Company’s stockholders. During 2019 , 2018 , and 2017 , the Company paid cash distributions of $213 , $426 , and $425 , respectively, to the holders of the non-controlling interest (that is, the members of the Operating LLC other than Cohen & Company Inc.). Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. JVB is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit the Company’s ability to withdraw capital above the required minimum amounts (excess capital) whether through distribution or loan. CCFL is regulated by the FCA and must maintain certain minimum levels of capital but will allow withdrawal of excess capital without restriction. CCFEL is regulated by the CBI and must maintain certain minimum levels of capital. See note 25. Shares Outstanding of Stockholders’ Equity of the Company The following table summarizes share transactions that occurred in stockholders’ equity during the years ended December 31, 2019 , 2018 , and 2017 . ROLLFORWARD OF SHARES OUTSTANDING OF COHEN & COMPANY INC. Common Stock Restricted Stock Total December 31, 2016 (1) 1,134,957 73,962 1,208,919 Issuance of shares - 29,167 29,167 Issuance as equity-based compensation - 39,591 39,591 Vesting of shares 65,782 (65,782) - Shares withheld for employee taxes (7,699) - (7,699) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (56,950) (6) (56,956) December 31, 2017 (1) 1,136,090 76,932 1,213,022 Issuance of shares - - - Issuance as equity-based compensation - 73,685 73,685 Vesting of shares 57,138 (57,138) - Shares withheld for employee taxes (7,430) - (7,430) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (75,081) - (75,081) December 31, 2018 (1) 1,110,717 93,479 1,204,196 Issuance of shares - - - Issuance as equity-based compensation - 36,875 36,875 Vesting of shares 56,639 (56,639) - Shares withheld for employee taxes (15,557) - (15,557) Forfeiture / cancellation of restricted stock - - Repurchase and retirement of common stock (31,890) - (31,890) December 31, 2019 (1) 1,119,909 73,715 1,193,624 (1) Excludes remaining restricted units of Cohen & Company Inc. Common Stock. See note 22. Non-Controlling Interest Securities Purchase Agreement – Purchase of IMXI shares On December 30, 2019 (the “SPA Effective Date”), the Company entered into a Securities Purchase Agreement (the “SPA”), by and among the Company, the Operating LLC, Daniel G. Cohen, and the DGC Trust. Pursuant to the SPA, Daniel G. Cohen and the DGC Trust purchased (i) an aggregate of 22,429,541 newly issued units of membership interests in the Operating LLC (collectively, the “LLC Units”); and (ii) 22,429,541 newly issued, Series F Preferred Stock. In consideration for the issuance of the LLC Units and Series F Preferred Stock , Daniel G. Cohen transferred to the Operating LLC 370,881 shares of common stock, par value $.00001 per share (“IMXI Common Stock”), of International Money Express, Inc. (formerly FinTech Acquisition Corp. II) a Delaware corporation (“IMXI”), and the DGC Trust transferred to the Operating LLC an aggregate of 291,480 shares of IMXI common stoc k. The aggregate number of IMXI shares transferred to the Operating LLC was 662,361 , of which (a) 264,021 shares are subject to certain restrictions on transfer until the closing price per share of IMXI Common Stock (as reported by The Nasdaq Capital Market) exceeds $15.00 for any 20 trading days within a consecutive 30 trading day period or immediately upon certain change of control events involving IMXI, as set forth in the letter agreement, dated January 19, 2017 (the “Letter Agreement”), by and among IMXI, Daniel G. Cohen , the DGC Trust and the other parties named therein, and (b) 264,023 shares are subject to certain restrictions on transfer until the closing price per share of IMXI Common Stock (as reported by The Nasdaq Capital Market) exceeds $17.00 for any 20 trading days within a consecutive 30 trading day period or immediately upon certain change of control events involving IMXI, as set forth in the Letter Agreement. The Company engaged a third-party valuation firm to value the IMXI shares transferred to the Operating LLC. The shares transferred by Daniel Cohen were valued at $4,351 and the shares transferred by the DGC Trust were valued at $3,428 . The Company accounted for this transaction by recording an increase of $7,779 in other investments, at fair value and a corresponding increase in the non-controlling interest. The IMXI Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the trading symbol “IMXI.” Prior to the merger of IMXI with and into a special purpose acquisition company in a transaction that resulted in the listing of IMXI on Nasdaq, Mr. Cohen served as the c hief e xecutive o fficer and member of the board of directors of the special purpose acquisition company. The SPA contain s customary representations and warranties on the part of each of the Operating LLC , the Company , Daniel G. Cohen, and the DGC Trust. T he Operating LLC , the Company , Daniel G. Cohen, and the DGC Trust provide customary indemnifications thereunder. Pursuant to the Amended and Restated Limited Liability Company Agreement of the Operating LLC, dated as of December 16, 2009, as amended (“LLC Agreement”), a holder of units of membership interests in the Operating Agreement, including the LLC Units, may cause the Operating LLC to redeem (each, a “Unit Redemption”) such units at any time for, at the Company’s option, (A) cash or (B) one share of Common Stock for every 10 units of membership interests in the Operating LLC. However, pursuant to the SPA , Daniel G. Cohen and the DGC Trust agreed that, until the Company’s stockholders approve the Stockholder Proposal (as defined below), they will not cause a Unit Redemption with respect to any portion of the LLC Units if such Unit Redemption 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 Unit Redemption of the LLC Units equals or exceeds 19.99% of the outstanding Common Stock as of the SPA Effective Date. Pursuant to the SPA , Daniel G. Cohen and the DGC Trust also agreed to not cause a Unit Redemption with respect to any portion of the Cohen LLC Units if the Company’s board of directors determines that the satisfaction of such Unit Redemption by the Company with shares of Common Stock would 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, as amended. Pursuant to the SPA , at the 2020 annual meeting of the Company’s stockholders, the Company agreed to cause its stockholders to vote on proposals (collectively, the “Stockholder Proposal”) regarding the issuance of all shares of Common Stock issuable in connection with a redemption of the LLC Units for purposes of Section 713 of the NYSE American’s Company Guide. Further, the Company’s b oard of d irectors must recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal and may not modify or withdraw such resolution. In addition, effective as of the SPA Effective Date, if the Company owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any meeting or any other circumstances upon which a vote, agreement, consent (including unanimous written consents) or other approval is sought from the holders of units of membership interests in the Operating LLC (each, a “Meeting”), then for so long as the Company owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any Meeting, Daniel G. Cohen and the DGC Trust ha ve agreed to grant a voting proxy to the Company pursuant to which the Company may vote at any Meeting the number of units of membership interests in the Operating LLC owned by Daniel G. Cohen and the DGC Trust necessary to give the Company a majority of the votes at such Meeting. See Notes 3, 4, and 31. Future Conversion / Redemption of Operating LLC Units Of the 27,753,631 Operating LLC units of membership interests not held by the Company as of December 31, 2019 , Daniel G. Cohen, the Company’s chairman, through CBF, a single member LLC, held 17,801,275 Operating LLC units of membership interests and the DGC Trust held 9,880,268 . Each Operating LLC membership unit is redeemable at the member’s option, at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the holder’s redemption notice, or (ii) at the Company’s option, for one share of the Common Stock for every 10 units subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the 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 Common Stock. Unit Issuance and Surrender Agreement — Acquisition and Surrender of Additional Units of the Operating LLC, net Effective January 1, 2011, Cohen & Company Inc. and the Operating LLC entered into a Unit Issuance and Surrender Agreement (the “UIS Agreement”) that was approved by the board of directors of Cohen & Company Inc. and the board of managers of the Operating LLC. In an effort to maintain a 1:10 ratio of Common Stock to the number of units of membership interests Cohen & Company Inc. holds in the Operating LLC, the UIS Agreement calls for the issuance of additional units of membership interests of the Operating LLC to Cohen & Company Inc. when the Cohen & Company Inc. issues its Common Stock to employees under existing equity compensation plans. In certain cases, the UIS Agreement calls for Cohen & Company Inc. to surrender units to the Operating LLC when certain restricted shares are forfeited by the employee or repurchased by the Company. Letter Agreements – Repurchase of Common Stock Also, in an effort to maintain a 1 :10 ratio of Common Stock to the number of units of membership interests Cohen & Company Inc. holds in the Operating LLC, Cohen & Company Inc. and the Operating LLC have entered into a series of letter agreements. These agreements call for Cohen & Company Inc. to surrender units to the Operating LLC when the Company repurchases its Common Stock. The following table summarizes the transactions that resulted in changes in the unit ownership of the Operating LLC including unit issuances and forfeitures related to the UIS agreement. ROLLFORWARD OF UNITS OUTSTANDING OF THE OPERATING LLC Cohen & Company Inc. Daniel G. Cohen DGC Trust Others Total December 31, 2016 11,781,662 4,983,557 - 340,533 17,105,752 Issuance of Units under UIS, net 398,741 - - - 398,741 Repurchase and retirement of Common Stock (569,549) - - - (569,549) December 31, 2017 11,610,854 4,983,557 - 340,533 16,934,944 Issuance of Units under UIS, net 247,120 - - - 247,120 Repurchase and retirement of Common Stock (750,810) - - - (750,810) December 31, 2018 11,107,164 4,983,557 - 340,533 16,431,254 Issuance of Units under UIS, net 410,820 - - - 410,820 Issuance of Units for purchase of IMXI shares - 12,549,273 9,880,268 - 22,429,541 Additional units purchased by Daniel G. Cohen - 268,445 - (268,445) - Repurchase and retirement of Common Stock (318,900) - - - (318,900) December 31, 2019 11,199,084 17,801,275 9,880,268 72,088 38,952,715 The following table presents the impact to equity from Cohen & Company Inc.’s ownership interest in the Operating LLC. For the Year Ended December 31, 2019 2018 2017 Net income / (loss) attributable to Cohen & Company Inc. $ (2,054) $ (2,463) $ 2,064 Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company Inc.'s paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net 28 (217) (81) Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest $ (2,026) $ (2,680) $ 1,983 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Equity-Based Compensation [Abstract] | |
Equity-Based Compensation | 22. EQUITY-BASED COMPENSATION As described in note 3-R, the Company’s equity-based compensation paid to its employees is comprised of restricted units, restricted stock, and stock options. The following table summarizes the amounts the Company recognized as equity-based compensation expense including restricted stock, restricted units, and stock options. These amounts are included as a component of compensation and benefits in the consolidated statements of operations. The remaining unrecognized compensation expense related to unvested awards at December 31, 2019 was $ 431 and the weighted average period of time over which this expense will be recognized is approximately 1.0 year. The awards assume estimated forfeitures during the vesting period, which were updated to reflect the actual forfeitures that occurred during the relevant periods. EQUITY-BASED COMPENSATION INCLUDED IN COMPENSATION AND BENEFITS (Dollars in Thousands) For the Year ended December 31, 2019 2018 2017 Equity based compensation expense $ 744 $ 623 $ 732 Non equity-based compensation expense 25,228 24,762 21,795 Total compensation and benefits $ 25,972 $ 25,385 $ 22,527 The following table summarizes the equity-based compensation by plan. Each plan is discussed in detail below. DETAIL OF EQUITY BASED COMPENSATION BY PLAN For the Year ended December 31, 2019 2018 2017 Restricted Stock or Units - 2006/2010 Plans $ 744 $ 623 $ 732 Total equity-based compensation expense $ 744 $ 623 $ 732 The AFN 2006 Equity Incentive Plan and the Company’s 2010 Long-Term Incentive Plan – Restricted Common Stock, Restricted Units and Stock Options In connection with the Merger, the Company assumed the AFN 2006 Equity Incentive Plan (the “2006 Equity Incentive Plan”). In addition, the Company adopted the 2010 Long-Term Incentive Plan (the “2010 Equity Incentive Plan”) on April 22, 2010, which was approved by the Company’s stockholders at the Company’s annual meeting on December 10, 2010, amended on April 18, 2011, and amended and restated on March 8, 2012 and November 30, 2013. On October 27, 2016, the board of directors approved a 2,000,000 share increase to the maximum number of shares of Common Stock available for issuance under the 2010 Equity Incentive Plan. This increase was approved by stockholders at the Company’s annual meeting on December 21, 2016. The 2006 Equity Incentive Plan and the 2010 Equity Incentive Plan are collectively referred to as the “Equity Incentive Plans.” The Equity Incentive Plans provide for the granting of stock options, restricted Common Stock, restricted units, stock appreciation rights, and other share-based awards. The Equity Incentive Plans are administered by the compensation committee of the Company’s board of directors. As of December 31, 2019 , 306,745 shares remained available to be issued under these plans. RESTRICTED STOCK - SERVICE BASED VESTING Number of Shares of Restricted Stock Weighted Average Grant Date Fair Value Unvested at January 1, 2017 73,962 $ 8.10 Granted 68,752 13.20 Vested (65,782) 9.20 Unvested at December 31, 2017 76,932 12.38 Granted 73,685 10.45 Vested (57,138) 12.10 Unvested at December 31, 2018 93,479 11.03 Granted 36,875 8.00 Vested (56,639) 11.41 Unvested at December 31, 2019 73,715 $ $9.22 OPERATING LLC RESTRICTED UNITS - SERVICE BASED VESTING Number of Restricted Units Weighted Average Grant Date Fair Value Unvested at December 31, 2018 - - Granted 550,000 0.80 Vested - - Forfeited - - Unvested at December 31, 2019 550,000 $ 0.80 The total fair value of all equity awards vested in each year based on the fair market value of the Common Stock on the vesting date during the years ended December 31, 2019 , 2018 , and 2017 , was $462 , $574 , and $ 816 , respectively. The restricted shares and restricted units of Common Stock typically may vest either quarterly, annually, or at the end of a specified term on a straight-line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance-based equity awards, the performance thresholds have been attained. In the case of director grants, the equity awards are restricted for one year but have no performance or service conditions. In the cases of graded vesting, the Company typically expenses the grant on a straight-line basis if only service conditions are present but expenses on a graded basis if performance-based conditions are present. STOCK OPTIONS - SERVICE BASED VESTING Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Balance at January 1, 2018 319,286 $ 40.00 $ 7.00 0.9 Granted - - - Exercised - - - Forfeited (300,000) 40.00 7.00 Balance at December 31, 2018 19,286 40.00 7.00 0.1 Granted - - - Exercised - - - Forfeited - - - Expired (19,286) 40.00 7.00 Balance at December 31, 2019 - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing stock price of the Common Stock. As of December 31, 2019, no options were exercisable as they had all expired. Contingent Issuance of Shares On March 12, 2012, the Company entered into an agreement with unrelated third parties whereby the Company agreed to assist in the establishment of an international infrastructure finance business (“IIFC”). As consideration for the Company’s assistance in establishing IIFC, the Company receives 8. 0 % of certain revenues of the manager of IIFC. The IIFC revenue share arrangement expires when the Company has earned a cumulative $20,000 in revenue share payments or with the dissolution of IIFC’s management company. Also, in any particular year, the revenue share earned by the Company cannot exceed $2,000 . In connection with this revenue share arrangement, the Company issued 50,000 restricted units of Common Stock to the managing member of IIFC, which vest 1/3 when the Company receives $6,000 of cumulative revenue share payments, 1/3 when the Company receives $12,000 of cumulative revenue share payments, and 1/3 when the Company receives $18,000 of cumulative revenue share payments. In certain circumstances, the Company retains the right to deliver fixed amounts of cash to the managing member of IIFC as opposed to vested shares of Common Stock. As of December 31, 2019 , the Company had earned $2,716 under the revenue share arrangement. On March 12, 2022, any remaining unvested restricted units expire. The managing member of IIFC is not an employee of the Company. The grant of these restricted units was to a non-employee and under the guidance of ASU 2018-07, which was adopted January 1, 2019 (the “Adoption Date”), the Company is required to determine the possible outcome of each threshold and record an adjustment to retained earnings based on the restricted units anticipated to vest as of the Adoption Date based on the stock price on the Adoption Date. Currently, the Company considers the vesting of these restricted units to be not probable. The Company will not record any adjustment to retained earnings because it is not probable that these restricted units will vest as of the Adoption Date. If in the future, the Company determines that vesting is probable, the Company will record an expense using the Common Stock price on the Adoption Date. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Income Taxes | 23. INCOME TAXES Cohen & Company Inc. is treated as a C corporation for United States federal income tax purposes. The components of income tax expense (benefit) included in the consolidated statements of operations for each year presented herein are shown in the table below. INCOME TAX EXPENSE (Dollars in Thousands) For the Year Ended December 31, 2019 2018 2017 Current income tax expense (benefit) Federal income tax expense (benefit) $ (1) $ (29) $ 51 Foreign income tax expense (benefit) 156 26 17 State and local income tax expense (benefit) - - - 155 (3) 68 Deferred income tax expense (benefit) Federal income tax expense (benefit) (324) (722) (1,499) Foreign income tax expense (benefit) - - - State and local income tax expense (benefit) (354) (116) 220 (678) (838) (1,279) Total $ (523) $ (841) $ (1,211) The components of income (loss) before income taxes is shown below. INCOME (LOSS) BEFORE INCOME TAXES (Dollars in Thousands) For the Year Ended December 31, 2019 2018 2017 Domestic $ (4,400) $ (3,864) $ 974 Foreign 304 (964) 250 Total $ (4,096) $ (4,828) $ 1,224 As of December 31, 2019 , the Company had net prepaid taxes of $0 included as a component of other assets in the consolidated balance sheets. As of December 31, 2018 , the Company had net prepaid taxes of $40 included as a component of other assets in the consolidated balance sheets. The expected income tax expense /(benefit) using the federal statutory rate differs from income tax expense / (benefit) pertaining to pre-tax income / (loss) as a result of the following for the years ended December 31, 2019 , 2018 , and 2017 . INCOME TAX RATE RECONCILIATION (Dollars in Thousands) For the Year Ended December 31, 2019 2018 2017 Federal statutory rate $ (860) $ (1,014) $ 428 Pass thru impact 319 394 (131) Impact of statutory rate change on deferred items - 38,867 Impact of statutory rate change on valuation allowance - (40,139) Deferred tax valuation allowance 153 17 (315) State and local tax (291) (263) 62 Foreign tax 156 25 17 Total $ (523) $ (841) $ (1,211) Deferred tax assets and liabilities are determined based on the difference between the book basis and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. The recognition of deferred tax assets is reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized. The components of the net deferred tax asset (liability) are as follows. DEFERRED TAX ASSET AND LIABILITY (Dollars in Thousands) As of December 31, 2019 As of December 31, 2018 Asset Liability Net Asset Liability Net Federal net operating loss carry-forward $ 21,508 $ - $ 21,508 $ 20,790 $ - $ 20,790 State net operating loss carry-forward 5,061 - 5,061 4,280 - 4,280 Federal capital loss carry-forward 47,027 - 47,027 44,125 - 44,125 Unrealized gain on debt - (7,911) (7,911) - (7,335) (7,335) Investment in Operating LLC 24,569 - 24,569 22,701 - 22,701 Other 2,525 - 2,525 2,738 - 2,738 Gross deferred tax asset / (liability) 100,690 (7,911) 92,779 94,634 (7,335) 87,299 Less: valuation allowance (94,118) - (94,118) (89,316) - (89,316) Net deferred tax asset / (liability) $ 6,572 $ (7,911) $ (1,339) $ 5,318 $ (7,335) $ (2,017) As of December 31, 2019 , the Company had a federal net operating loss (“NOL”) of approximately $102,418 which will be available to offset future taxable income, subject to limitations described below. If not used, this NOL will begin to expire in 2029. The Company also had net capital losses (“NCLs”) in excess of capital gains of $ 149,334 as of December 31, 2019 , which can be carried forward to offset future capital gains, subject to the limitations described below. If not used, this carryforward will begin to expire in 2020. No assurance can be made that the Company will have future taxable income or future capital gains to benefit from its NOL and NCL carryovers. The Company has determined that its NOL and NCL carryovers are not currently limited by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). However, the Company may experience an ownership change as defined in that section (“Ownership Change”) in the future. If an Ownership Change were to occur in the future, the Company’s ability to use its NOLs, NCLs, and certain recognized built-in losses to reduce its taxable income in a future year would generally be limited to an annual amount (the “Section 382 Limitation”) equal to the fair value of the Company immediately prior to the Ownership Change multiplied by the “long term tax-exempt interest rate.” In the event of an Ownership Change, NOLs and NCLs that exceed the Section 382 Limitation in any year will continue to be allowed as carryforwards for the remainder of the carryforward period, and such NOLs and NCLs can be used to offset taxable income for years within the carryforward period subject to the Section 382 Limitation in each year. However, if the carryforward period for any NOL or NCL were to expire before that loss is fully utilized, the unused portion of that loss would be lost. See discussion of stockholder rights plan in note 22. Notwithstanding the facts that the Company has determined that the use of its remaining NOL and NCL carryforwards are not currently limited by Section 382 of the Code, the Company recorded a valuation allowance for a substantial portion of its NOLs and NCLs when calculating its net deferred tax liability as of December 31, 2019 . The valuation allowance was recorded because the Company determined it is not more likely than not that it will realize these benefits. In determining its federal income tax provision for 2020 , the Company has assumed that it will retain the valuation allowance applied against its deferred tax asset related to the NOL and NCL carryforwards as of December 31, 2020 . The Company’s determination that it is not more likely than not that it will realize future tax benefits from the NOLs and NCLs may change in the future. In the future, the Company may conclude that it is more likely than not that it will realize the benefit of all or a portion of the NOL and NCL carryforwards. If it makes this determination in the future, the Company would reduce the valuation allowance and record a tax benefit as a component of the consolidated statements of operations in the period it makes this determination. From that point forward, the Company would begin to record net deferred tax expense for federal and state income taxes as a component of its provision for income tax expense as it utilizes the NOLs and NCLs, for which the valuation allowance was removed. The Company had no unrecognized tax benefits in the periods presented. The Company files tax returns in the U.S. federal jurisdiction, various states or local jurisdictions, the United Kingdom, Ireland, and France. With few exceptions, the Company is no longer subject to examination for years prior to 2014. Corporate Tax Reform In December 2017, the U.S. congress passed the TCJA. Among other things, this law made substantial changes to the way U.S. corporations are taxed. The Company is a U.S. corporation and therefore is impacted by these changes. The following changes had a one-time impact on the Company, which were recognized in the fourth quarter of 2017: · As a result of the corporate tax rate reduction from 35% to 21% , the Company’s deferred tax liability was revalued. This change, as well as the immaterial impact of certain other provisions, resulted in a $1,359 tax benefit being recognized in the fourth quarter of 2017. · As part of the conversion from a worldwide tax system to a modified territorial one, the law imposed a one-time repatriation tax for accumulated earnings in the Company’s French subsidiary. However, because of the Company’s existing NOLs, the repatriation tax did not result in an additional tax liability in 2017. It did, however, result in the utilization of more of the Company’s NOL carryforwards than it otherwise would have used. · We have completed the accounting for the income tax effects of the TCJA in 2018 and our final amounts recognized were materially the same as our preliminary estimates recognized in the fourth quarter of 2017. For 2018 and beyond, the main impact of the TCJA to the Company’s operations was its limitations on interest expense deductions. The Company uses significant leverage to finance its business and therefore incurs significant interest expense. The Company also generates significant interest income in its repo business as well as from the securities it holds in inventory. The Company is permitted to deduct interest expense up to interest income. Excess interest expense (i.e. interest expense in excess of interest income) is limited in its deductibility. The Company expects to incur significant non-deductible interest expense in the future. However, so long as the Company has significant NOL carryforwards and those carryforwards are not limited by a 382 ownership change as discussed above, the Company should not suffer adverse tax consequences as a result of this non-deductible interest expense. Pennsylvania Income Tax Assessment In October 2013, the Company received a Pennsylvania corporate net income tax assessment from the Pennsylvania Department of Revenue in the amount of $4,683 (including penalties) plus interest related to a subsidiary of AFN for the 2009 tax year. The assessment denied this subsidiary’s 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. The Company filed an appeal with the Pennsylvania Commonwealth Court but withdrew the appeal in April 2018. 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income / (Loss) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) Disclosure [Abstract] | |
Accumulated Other Comprehensive Income / (Loss) | 24. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) The following table shows the components of other comprehensive income / (loss) and the tax effects allocated to other comprehensive income / (loss). Accumulated OCI consists solely of foreign currency items. ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) AND INCOME TAX EFFECT OF ITEMS ALLOCATED TO OTHER COMPREHENSIVE INCOME / (LOSS) (Dollars in Thousands) OCI Items Tax Effect Total December 31, 2016 $ (1,074) $ - $ (1,074) Change in foreign currency items 219 - 219 Other comprehensive income / (loss), net 219 - 219 Acquisition / (surrender) of additional units in consolidated subsidiary, net 5 - 5 December 31, 2017 (850) - (850) Change in foreign currency items (80) - (80) Other comprehensive income / (loss), net (80) - (80) Acquisition / (surrender) of additional units in consolidated subsidiary, net 22 - 22 December 31, 2018 (908) - (908) Change in foreign currency items (3) - (3) Other comprehensive income / (loss), net (3) - (3) Acquisition / (surrender) of additional units in consolidated subsidiary, net (4) - (4) December 31, 2019 $ (915) $ - $ (915) |
Net Capital Requirements
Net Capital Requirements | 12 Months Ended |
Dec. 31, 2019 | |
Net Capital Requirements [Abstract] | |
Net Capital Requirements | 25 . 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. CCFEL, a subsidiary of the Company regulated by the CBI is subject to certain regulatory capital requirements in accordance with the Capital Requirements Regulation 575/2013 and applicable CBI requirements. 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. The following tables shows the actual net capital (in the case of the JVB) and actual net liquid capital (in the case of CCFL and CCFEL) as compared to the required amounts for the periods indicated. Statutory Net Capital Requirements (Dollars in thousands) As of December 31, 2019 Actual Net Capital or Liquid Capital Amount Required Excess JVB $ 58,821 $ 565 $ 58,256 CCFEL 2,246 948 1,298 CCFL 543 182 361 Total $ 61,610 $ 1,695 $ 59,915 As of December 31, 2018 Actual Net Capital or Liquid Capital Amount Required Excess JVB $ 53,749 $ 250 $ 53,499 CCFL 1,291 893 398 Total $ 55,040 $ 1,143 $ 53,897 |
Earnings _ (Loss) Per Common Sh
Earnings / (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings / (Loss) Per Common Share [Abstract] | |
Earnings / (Loss) Per Common Share | 26 . EARNINGS / (Loss) PE R COMMON SHARE The following table presents a reconciliation of basic and diluted earnings / (loss) per common share for the periods indicated. EARNINGS / (LOSS) PER COMMON SHARE (Dollars in Thousands, except share or per share information) Year Ended December 31, 2019 2018 2017 Net income / (loss) attributable to Cohen & Company Inc. $ (2,054) $ (2,463) $ 2,064 Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1) (1,231) (1,524) 371 Add back: interest expense on 2017 Convertible Note - - 1,154 Add / (deduct): Adjustment (2) 246 390 550 Net income / (loss) on a fully converted basis $ (3,039) $ (3,597) $ 4,139 Weighted average common shares outstanding - Basic 1,136,574 1,152,073 1,206,906 Unrestricted Operating LLC units of membership interests exchangeable into Cohen & Company Inc. shares (1) 544,599 532,409 532,409 Restricted Units or shares - - 13,858 Contingent shares on the 2017 Convertible Note - - 839,081 Weighted average common shares outstanding - Diluted 1,681,173 1,684,482 2,592,254 Net income / (loss) per common share - Basic $ (1.81) $ (2.14) $ 1.71 Net income / (loss) per common share - Diluted (3) $ (1.81) $ (2.14) $ 1.60 (1) The Operating LLC units of membership interests not held by Cohen & Company Inc. (that is, those held by the non-controlling interest) may be redeemed and exchanged into shares of the Company on a ten-for-one basis. The Operating LLC units of membership interests 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 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 Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Common Stock as a dividend or other distribution on the outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the 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 units of membership interests 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) Potentially diluted securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Year Ended December 31, 2019 2018 2017 2017 Convertible Note 1,034,483 1,034,483 - 2013 Convertible Notes 414,882 352,292 274,917 Restricted Common Stock 15,101 26,380 - Restricted Operating LLC units 3,752 - - 1,468,218 1,413,155 274,917 |
Reserve Requirements
Reserve Requirements | 12 Months Ended |
Dec. 31, 2019 | |
Reserve Requirements Disclosure [Abstract] | |
Reserve Requirements | 27. RESERVE REQUIREMENTS As of December 31, 2019 , and 2018 , JVB was not subject to the reserve requirements under Rule 15c3-3 of the Securities Exchange Act of 1934 because JVB does not carry securities accounts for their customers or perform custodial functions relating to customer securities and, therefore, they qualify for an exemption under Rule 15c3-3(k)(2)(ii). |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 28. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases office space in several cities under agreements. As of December 31, 2019 , future minimum commitments under these operating leases are as follows. FUTURE LEASE COMMITMENTS (Dollars in Thousands) Lease Less: Sublease Net Commitment 2020 $ 1,561 $ (208) $ 1,353 2021 1,101 (70) 1,031 2022 927 - 927 2023 950 - 950 2024 983 - 983 2025 and Thereafter 4,094 - 4,094 $ 9,616 $ (278) $ 9,338 Rent expense for the years ended December 31, 2019 , 2018 , and 2017 was $1,555 , $1,380 , and $1,182 , respectively, and was included in business development, occupancy, equipment expense in the consolidated statements of operations. Rent expense was recorded net of sublease income of $280 , $226 , and $250 , for the year ended December 31, 2019 , 2018 , and 2017 , respectively. The lease commitments noted above represent the actual cash commitments and will not necessarily match the amount of rent expense recorded in the consolidated statements of operations. See note 3. Legal and Regulatory Proceedings The Company’s U.S. broker-dealer subsidiary, J.V.B. Financial Group, LLC is a party to litigation commenced on August 7, 2019, in the Supreme Court of the State of New York under the caption VA Management, LP v. Odeon Capital Group LLC; Janney Montgomery Scott LLC; C&Co/PrinceRidge LLC; and JVB Financial Group LLC . The plaintiff, VA Management, LP (f/k/a Visium Asset Management, LP) (“Visium”), alleges that the defendants, as third-party broker-dealers, aided and abetted Visium’s portfolio managers’ breaches of their fiduciary duties by assisting in carrying out a fraudulent “mismarking scheme.” Visium is seeking in excess of $1 billion in damages from the defendants including disgorgement of the compensation paid to Visium’s portfolio managers, restitution of and damages for the investigative and legal fees, administrative wind down costs, and regulatory penalties paid by Visium as a result of the “mismarking scheme,” direct and consequential damages for the destruction of Visium’s business, including lost profits and lost enterprise value, and attorneys’ fees and costs. JVB filed a motion to dismiss the complaint in lieu of an answer on October 16, 2019. Visium filed an opposition to JVB’s motion to dismiss on November 15, 2019, and JVB filed a reply brief on November 26, 2019. Oral argument is scheduled to be heard before Judge Andrew Borrok on April 20, 2020. The Company intends to defend the action vigorously. 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 was accepted by FINRA on November 6, 2018. As a result, the Company recorded a net expense of $50 during the third quarter of 2018 and paid the fine of $50 during the fourth quarter of 2018. In addition to the matters set forth above, the Company is a party to various routine legal proceedings, claims, and regulatory inquiries arising out of the ordinary course of the Company’s business. Management believes that the results of these routine legal proceedings, claims, and regulatory matters will not have a material adverse effect on the Company’s financial condition, or on the Company’s operations and cash flows. However, the Company cannot estimate the legal fees and expenses to be incurred in connection with these routine matters and, therefore, is unable to determine whether these future legal fees and expenses will have a material impact on the Company’s operations and cash flows. It is the Company’s policy to expense legal and other fees as incurred. |
Segment And Geographic Informat
Segment And Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment And Geographic Information [Abstract] | |
Segment And Geographic Information | 29. SEGMENT AND GEOGRAPHIC INFORMATION Segment Information The Company operates within three business segments: Capital Markets, Asset Management, and Principal Investing. See note 1. The Company’s business segment information was prepared using the following methodologies and generally represents the information that is relied upon by management in its decision-making processes. (a) Revenues and expenses directly associated with each business segment are included in determining net income / (loss) by segment. (b) Indirect expenses (such as general and administrative expenses including executive and indirect overhead costs) not directly associated with specific business segments are not allocated to the business segments’ statements of operations. Accordingly, the Company presents segment information consistent with internal management reporting. See note (1) in the table below for more detail on unallocated items. The following tables present the financial information for the Company’s segments for the periods indicated. SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2019 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 38,172 $ - $ - $ 38,172 $ - $ 38,172 Asset management - 7,560 - 7,560 - 7,560 New issue and advisory 1,831 - - 1,831 - 1,831 Principal transactions and other income 1 530 1,572 2,103 - 2,103 Total revenues 40,004 8,090 1,572 49,666 - 49,666 Total operating expenses 30,832 7,261 399 38,492 7,133 45,625 Operating income / (loss) 9,172 829 1,173 11,174 (7,133) 4,041 Interest income (expense) (175) - - (175) (7,409) (7,584) Income / (loss) from equity method affiliates - - (553) (553) - (553) Income / (loss) before income taxes 8,997 829 620 10,446 (14,542) (4,096) Income tax expense / (benefit) - - - - (523) (523) Net income / (loss) 8,997 829 620 10,446 (14,019) (3,573) Less: Net income / (loss) attributable to the non-controlling interest - - - - (1,519) (1,519) Net income / (loss) attributable to Cohen & Company Inc. $ 8,997 $ 829 $ 620 $ 10,446 $ (12,500) $ (2,054) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 18 $ 3 $ - $ 21 $ 297 $ 318 SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2018 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 29,298 $ - $ - $ 29,298 $ - $ 29,298 Asset management - 12,536 - 12,536 - 12,536 New issue and advisory 2,979 - - 2,979 - 2,979 Principal transactions and other income 39 678 3,856 4,573 - 4,573 Total revenues 32,316 13,214 3,856 49,386 - 49,386 Total operating expenses 29,949 8,371 712 39,032 6,695 45,727 Operating income / (loss) 2,367 4,843 3,144 10,354 (6,695) 3,659 Interest income (expense) (236) - - (236) (8,251) (8,487) Income / (loss) from equity method affiliates - - - - - - Income / (loss) before income taxes 2,131 4,843 3,144 10,118 (14,946) (4,828) Income tax expense / (benefit) - - - - (841) (841) Net income / (loss) 2,131 4,843 3,144 10,118 (14,105) (3,987) Less: Net income / (loss) attributable to the non-controlling interest - - - - (1,524) (1,524) Net income / (loss) attributable to Cohen & Company Inc. $ 2,131 $ 4,843 $ 3,144 $ 10,118 $ (12,581) $ (2,463) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 48 $ 4 $ - $ 52 $ 209 $ 261 SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2017 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 26,909 $ - $ - $ 26,909 $ - $ 26,909 Asset management - 7,897 - 7,897 - 7,897 New issue and advisory 6,340 - - 6,340 - 6,340 Principal transactions and other income 5 5,619 772 6,396 - 6,396 Total revenues 33,254 13,516 772 47,542 - 47,542 Total operating expenses 27,324 4,929 383 32,636 7,504 40,140 Operating income / (loss) 5,930 8,587 389 14,906 (7,504) 7,402 Interest income (expense) - - - - (6,178) (6,178) Income / (loss) from equity method affiliates - - - - - - Income / (loss) before income taxes 5,930 8,587 389 14,906 (13,682) 1,224 Income tax expense / (benefit) - - - - (1,211) (1,211) Net income / (loss) 5,930 8,587 389 14,906 (12,471) 2,435 Less: Net income / (loss) attributable to the non-controlling interest - - - - 371 371 Net income / (loss) attributable to Cohen & Company Inc. $ 5,930 $ 8,587 $ 389 $ 14,906 $ (12,842) $ 2,064 Other statement of operations data Depreciation and amortization (included in total operating expense) $ 67 $ 4 $ - $ 71 $ 178 $ 249 (1) Unallocated includes certain expenses incurred by indirect overhead and support departments (such as the executive, finance, legal, information technology, human resources, risk, compliance and other similar overhead and support departments). Some of the items not allocated include: (1) operating expenses (such as cash compensation and benefits, equity-based compensation expense, professional fees, travel and entertainment, consulting fees, and rent) related to support departments excluding certain departments that directly support the Capital Markets business segment; (2) interest expense on debt; and (3) income taxes. Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the chief operating decision maker. Balance Sheet Data As of December 31, 2019 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 7,968,491 $ 1,616 $ 18,689 $ 7,988,796 $ 12,828 $ 8,001,624 Included within total assets: Investments in equity method affiliates $ - $ - $ 3,799 $ 3,799 $ - $ 3,799 Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 Balance Sheet Data As of December 31, 2018 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 8,094,984 $ 2,308 $ 13,768 $ 8,111,060 $ 4,569 $ 8,115,629 Included within total assets: Investments in equity method affiliates $ - $ - $ - $ - $ - $ - Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 (1) Unallocated assets primarily include (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded in business segment reporting to the chief operating decision maker. (2) Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table from above. Geographic Information The Company has conducted its business activities through offices in the following locations: (1) United States and (2) United Kingdom and other. Total revenues by geographic area are summarized as follows. GEOGRAPHIC DATA (Dollars in Thousands) Year Ended December 31, 2019 2018 2017 Total Revenues: United States $ 43,772 $ 43,309 $ 38,863 United Kingdom & Other 5,894 6,077 8,679 Total $ 49,666 $ 49,386 $ 47,542 Long-lived assets attributable to an individual country, other than the United States, are not material. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Disclosure [Abstract] | |
Supplemental Cash Flow Disclosure | 30. SUPPLEMENTAL CASH FLOW DISCLOSURE Interest paid by the Company on its debt and redeemable financial instruments was $7,265 , $7,145 , and $5,334 for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The Company paid income taxes of $30 , $44 , and $47 for the years ended December 31, 2019 , 2018 , and 2017 , respectively, and received income tax refunds of $48 , $8 , and $83 for the years ended December 31, 2019 , 2018 , and 2017 , respectively. I n 2019, 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 $28 , a net decrease of $4 in accumulated other comprehensive income, and a decrease of $47 in non-controlling interest. See note 21. · The investment return related to certain of the Company’s redeemable financial instruments was negative within certain quarterly periods. According to the terms of those agreements, the redemption value of the instrument is reduced in those cases. Accordingly, the Company recorded interest income and reduced the balance of redeemable financial instruments by $233 . · On January 1, 2019, the Company recorded a right of use asset of $8,416 and a right of use liability of $8,860, a reduction in retained earnings from cumulative effect of adoption of $20, an increase in other receivables of $18, and a reduction in other liabilities of $406, resulting from the adoption of ASU 2016-02. See note 3. · On December 30, 2019, the Company recorded a $7,779 increase to Other Investments, at fair value resulting from the contribution of IMXI securities from Daniel G. Cohen and the DGC Trust in exchange for the issuance of 22,429,541 newly issued units of membership interests in the Operating LLC and the issuance of 22,429,541 shares of Series F Preferred Stock. This also resulted in an increase of $7,779 in non-controlling interest. See notes 4, 21, and 31. In 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 $217 , a net increase of $22 in accumulated other comprehensive income, and an increase of $195 in non-controlling interest. See note 21. · During 2018, the Company issued $750 in redeemable financial instruments related to ViaNova. $250 of the proceeds from this issuance were uncollected as of December 31, 2018. The $250 receivable was included as a component of due from related party on the consolidated balance sheet . In 2017 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows: · The Company surrendered units of the Operating LLC pursuant to the UIS Agreement and in connection with the redemption of vested Operating LLC units by Cohen & Company Inc. The Company recognized a net decrease in additional paid-in capital of $81 , a net increase of $5 in accumulated other comprehensive income, and an increase of $76 in non-controlling interest. See note 21. · As a result of the European Sale Agreement, Daniel G. Cohen was required to pay to the Company the $600 Termination Fee. Accordingly, the Company had deferred $600 of transaction costs it had paid in conjunction with the European Sale Agreement, which were included as a component of other assets. With the issuance of the $15,000 2017 Convertible Note, the Company agreed to pay to the DGC Trust the $600 Transaction Fee. The Company agreed that Daniel G. 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 4 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 31 . RELATED PARTY TRANSACTIONS The Company has identified the following related party transactions for the years ended December 31, 2019 , 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 the chairman of TBBK. 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, commission or interest 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 repo agreements with TBBK as its counterparty. As of December 31, 2019, and 2018, the Company had no repo agreements with TBBK as the counterparty. The Company incurred interest expense related to repo agreements with TBBK as its counterparty in the amounts of $0 , $1,708 and $1,309 for the years ended December 31, 2019, 2018 and 2017, respectively. These amounts are included as a component of net trading revenue in the Company’s consolidated statements of operations. These amounts are not disclosed in the tables at the end this section B. Daniel G. Cohen/Cohen Bros. Financial, LLC (“CBF”)/ EBC 2013 Family Trust (“EBC”) On December 30, 201 9 , Daniel G. Cohen contributed 370,881 common shares of IMX I to the Operating LLC. In exchange for these shares, the Operating LLC issu ed 12,549,273 newly issued units of membership interests in the Operating LLC and 12,549,273 shares of newly issued Series F Preferred Stock . The Company included the value of the IMXI shares in o ther i nvestments at f air v alue. See notes 4 and 21. In December 2019, the Company acquired a 45% interest in CK Capital. The Company purchased this interest for $18 (of which $17 was from an entity controlled by Daniel G. Cohen). In addition, the Company also acquired a 10% interest in AOI for $1 from entities controlled by Daniel G. Cohen. See notes 4 and 12. 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 Daniel G. Cohen. On September 29, 2017, CBF also invested $8,000 of the initial $10,000 total investment in the Company’s Redeemable Financial Instrument – DGC Trust / CBF pursuant to the CBF Investment Agreement. The Company incurred interest expense on this instrument, which is disclosed as part of interest expense incurred in the table at the end of this section. In October 2019, a payment of $1,500 was made by the Company to CBF, which reduced the redeemable financial instrument balance. See notes 19 and 20. EBC has been identified as a related party because Daniel G. Cohen is a trustee of EBC and has sole voting power with respect to all shares of the Company held by 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 the Common Stock to EBC. On September 25, 2019, the 2013 Convertible Notes were amended and restated and, subsequent to this amendment, are referred to as the 2019 Senior Notes. See note 20. 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. On September 25, 2019, the 2013 Convertible Notes were amended and restated by the 2019 Senior Notes. 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 33 regarding repayment of this in 2020. D. JKD Investor The JKD Investor is an entity owned by Jack J. DiMaio, the vice chairman of the board of directors and his spouse. On October 3, 2016, JKD Investor invested $6,000 in the Operating LLC. Additional investments were made in January 2017 and January 2019 in the amounts of $1,000 and $1,268 , respectively. See note 19. The interest expense on this investment is disclosed as part of interest expense incurred in the table at end of this section. See note 33 regarding transaction with JKD Investor in 2020. E. DGC Trust DGC Trust was established by Daniel G. Cohen, chairman of the Company’s board of directors and chairman of the Operating LLC’s board of managers. Daniel G. Cohen does not have any voting or dispositive control of securities held in the interest of the trust. The Company considers the DGC Trust a related party because it was established by Daniel G. Cohen. On December 30, 201 9 , the DGC Trust contributed 291,480 common shares of IMX I with a fair value of $3,428 to the Operating LLC. In exchanged for these shares, the Operating LLC issued to the DGC Trust 9,880,268 newly issued units of membership interests in the Operating LLC and the Company issued to the DGC Trust 9,880,268 shares of newly issued Series F Preferred Stock . The Company included the value of the IMXI shares in o ther i nvestments , at f air v alue . See note 21. In March 2017, the 2017 Convertible Note was issued to the DGC Trust. See notes 6 and 20. 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 Trust also invested $2,000 of the initial $ 10,000 total investment in the Company’s Redeemable Financial Instrument – DGC Trust / CBF pursuant to the DGC Trust Investment Agreement. See note 19. Interest incurred on this instrument is disclosed in the tables at the end of this section. F. FinTech Acquisition Corp. II/FinTech Acquisition Corp. III In July 2017, the Operating LLC entered into an agreement with FinTech Acquisition Corp. II whereby the Company would provide certain accounting and administrative services. FinTech Acquisition Corp. II was considered a related party until July 2018 because Daniel G. Cohen was the chief executive and Betsy Cohen, Daniel G. Cohen’s mother, was the chairman of the board of directors of FinTech Acquisition Corp. II during that time period. Income earned on this arrangement is disclosed in the tables below. The agreement terminated in July 2018. In December 2018, the Operating LLC entered into an agreement with Fin Tech Acquisition Corp. III whereby the Company will provide certain accounting and administrative services. Fin Tech Acquisition Corp. III is considered a related party because Daniel G. Cohen is the chief executive officer of FinTech Acquisition III and Betsy Cohen is the chairman of the board of directors of Fintech Acquisition Corp. III. Income earned on this arrangement is disclosed in the tables below. G. FinTech Investor Holdings II, LLC FinTech Investor Holdings II, LLC is considered a related party because Daniel G. Cohen is the manager of the entity. 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. In exchange for the 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. H. CDO Sub-Advisory Agreement with Mead Park Advisors, LLC In July 2014, CCFM and DCM entered into a CDO sub-advisory agreement with Mead Park Advisors, LLC (“Mead Park Advisors”) whereby Mead Park Advisors rendered investment advice and provided assistance to CCFM and DCM with respect to their management of certain CDOs. The Company incurred consulting fee expense related to this sub-advisory agreement, which is disclosed as part of professional fee and other operating in the tables at the end of this section. Mead Park Advisors, LLC remains a related party of the Company because Jack DiMaio maintains an ownership interest in it. The CDO sub-advisory agreement was terminated by the Company on March 30, 2017. I. Duane Morris, LLP (“Duane Morris”) Duane Morris is an international law firm and serves as legal counsel to the Company. Duane Morris is considered a related party because a partner at Duane Morris is a member of the same household as a director of the Company. Expense incurred by the Company for services provided by Duane Morris is included within professional fees and operating expense in the consolidated statements of operations and comprehensive income and are disclosed in the table below. J. FinTech Masala, LLC FinTech Masala, LLC is a related party because Betsy Cohen is a member of FinTech Masala, LLC. Daniel G. Cohen is also a member of Fintech Masala, LLC. The Company has engaged Betsy Cohen on behalf of FinTech Masala, LLC as a consultant to provide certain services related to the Insurance SPAC. The Company agreed to pay a consultant fee of $1 per month, which commenced July 1, 2019 and will continue until the earlier of (i) the date that is thirty days following the closing of the Insurance SPAC’s initial Business Combination and (ii) the date on which the Company or Betsy Cohen terminates the consulting agreement. Betsy Cohen made a $2 investment in the Sponsor Entities in March 2019, which is included as a component of non-controlling interest in the consolidated balance sheets. The expense incurred by the Company for the consulting services provided by FinTech Masala, LLC are included within professional fees and operating expense in the consolidated statement of operations and are disclosed in the table below. The Company has a sublease agreement for certain office space with FinTech Masala, LLC (formerly Bezuco Capital, LLC). The Company receives payments under this agreement. The payments are recorded as a reduction in rent expenses. This sublease agreement commenced on August 1, 2018. It has an annual term that auto-renews if not cancelled earlier. It can be cancelled by either party upon 90 days’ notice. The income earned on this sublease is included as a reduction in rent expense in the consolidated statements of income and are disclosed in the tables below. K. Investment Vehicle and Other EuroDekania EuroDekania is considered a related party because it was an equity method investment of the Company. The Company had an investment in and a management contract with EuroDekania. Income earned or loss incurred on the investment is included as part of principal transactions and other income in the tables below. Revenue earned on the management contract is included as part of asset management in the tables below. EuroDekania liquidated in 2019 . SPAC Funds The SPAC Funds are considered related parties because they are equity method investments of the Company. The Company has an investment in and a management contract with the SPAC Fund. Income earned or loss incurred on the investment are included as part of principal transactions and other income. Revenue earned on the management contract are included as part of asset management in the table below. As of December 31, 2019, the Company owned 3.13% of the equity of the SPAC Fund. U.S. Insurance JV U.S. Insurance JV is considered a related party because it is an equity method investment. The Company has an investment in and a management contract with the U.S. Insurance JV. Income earned or loss incurred on the investment are included as part of principal transactions and other income. Revenue earned on the management contract are included as part of asset management in the table below. As of December 31, 2019, the Company owned 4.5% of the equity of the U.S. Insurance JV. Insurance SPAC The Insurance SPAC is a related party as it is an equity method investment of the Sponsor Entities, which are consolidated by the Company. As of December 31, 2019, the Sponsor Entities owned 26.5% of the equity in the Insurance SPAC. Income earned, or loss incurred on equity method investments, is included in the tables below. The Operating LLC and the Insurance SPAC entered into an administrative services agreement, dated March 19, 2019, pursuant to which the Operating LLC and the Insurance SPAC agreed that, commencing on the date that the Insurance SPAC’s securities were first listed on the Nasdaq Capital Market through the earlier of the Insurance SPAC’s consummation of a Business Combination and its liquidation, the Insurance SPAC will pay the Operating LLC $10 per month for certain office space, utilities, secretarial support, and administrative services. Revenue earned by the Company from the administrative services agreement is included as part of principal transactions and other income in the tables below . The Company agreed to lend the Insurance SPAC $750 for operating and acquisition related expenses. No amounts have been lent to date pursuant to this agreement. See note 4. CK Capital and AOI CK Capital and AOI are related parties as they are equity method investments of the Company. In December 2019, the Company acquired a 45% interest in CK Capital. The Company purchased this interest for $18 (of which $17 was from an entity controlled by Daniel G. Cohen). In addition, the Company also acquired a 10% interest AOI, a real estate holding company, for $1 from entities controlled by Daniel G. Cohen. See Notes 4 and 12. The following tables display the routine transactions recognized in the statements of operations from identified related parties that are described above. Related Party Transactions (Dollars in Thousands) For the Years Ended December 31, 2019 2018 2017 Net trading TBBK $ 14 $ 43 $ 47 Asset management EuroDekania 236 235 - SPAC Funds 331 51 - U.S. Insurance JV 303 58 - $ 870 $ 344 $ - Principal transactions and other income EuroDekania 279 709 120 Fintech Acquisition Corp. II - 17 3 Fintech Acquisition Corp. III 10 1 - Insurance SPAC 95 - - SPAC Funds 30 (8) - U.S. Insurance JV 150 25 - $ 564 $ 744 $ 123 Income (loss) from equity method affiliates Insurance SPAC $ (553) $ - $ - Operating expense (income) Duane Morris 462 501 383 Fintech Masala, LLC (34) (10) - Mead Park Advisors - - 50 $ 428 $ 491 $ 433 Interest expense (income) CBF 912 470 71 DGC Trust 1,725 1,562 1,172 EBC 218 228 236 Edward E. Cohen IRA 398 417 431 JKD Investor 699 1,968 831 $ 3,952 $ 4,645 $ 2,741 The following related party transactions are non-routine and are not included in the tables above. L. Directors and Employees The Company has entered into employment agreements with Daniel G. Cohen, its chairman, and Joseph W. Pooler, Jr., its chief financial officer. The Company has entered into its standard indemnification agreement with each of its directors and executive officers. The Company maintains a 401(k)-savings plan covering substantially all of its employees. The Company matches 50% of employee contributions for all participants not to exceed 3% of their salary. Contributions made to the plan on behalf of the Company were $265 , $201 , and $196 for the years ended December 31, 2019 , 2018 , and 2017 , respectively. On November 7, 2019, the Company purchased 1,000 shares from its chief financial officer for $5 or a purchase price of $4.50 per share. On August 29, 2018, in privately negotiated transactions, the Company purchased 17,555 shares of Common Stock for $176, or $10.00 per share, from a current member of the board of directors. On May 25, 2017, the Company purchased 2,774 shares of Common Stock from an employee of the Company for an aggregate purchase price of $33, or $12.00 per share and during the fourth quarter of 2017, the Company purchased 27,346 shares of Common Stock for an aggregate purchase price of $273 or $10.00 per share from a former member of the board of directors who was a director at the time of the purchase . See note 21. The Company had a sublease agreement for certain office space with Jack DiMaio, Jr., the Company’s vice chairman of the board of directors. The Company received payments under this agreement. The payments were recorded as a reduction in the related rent and utility expenses. This sublease agreement terminated May 31, 2017. The Company recorded a reduction in rent and utility expense in the amount of $11 f or the year ended December 31, 2017. Subsequent to the termination of the sublease agreement, the Company agreed to lease office space from Zucker and Moore, LLC. Zucker and Moore, LLC is partially owned by Jack DiMaio, Jr. The Company recorded $96, $96, and $56 of rent expense related to this agreement for the years ended December 31, 2019, 2018, and 2017, respectively. |
Due From _ Due To Related Parti
Due From / Due To Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Due From / Due To Related Parties [Abstract] | |
Due From / Due To Related Parties | 32 . DUE FROM / DUE TO RELATED PARTIES Amounts due to related parties related to redeemable financial instruments and outstanding debt are included as components of those balances in the consolidated balance sheets. Also, interest or investment return owed on those balances are included as a component of accounts payable and other liabilities in the consolidated balance sheets. Any investment made in an equity method affiliate for which the Company does not elect the fair value option is included as a component of Investments in equity method affiliates in the consolidated balance sheets. Any investment made in an equity method affiliate for which the Company elected the fair value option is included as a component of other investments, at fair value in the consolidated balance sheets. The following table summarizes the outstanding due from /due to related parties. These amounts may result from normal operating advances, employee advances, or from timing differences between the transactions disclosed in note 31 and final settlement of those transactions in cash. All amounts are primarily non-interest bearing. DUE FROM/DUE TO RELATED PARTIES (Dollars in Thousands) As of December 31, 2019 2018 Employees & other $ 466 $ 793 Due from Related Parties $ 466 $ 793 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 33 . sUBSEQUENT EVENTS 2020 Senior Notes Issuance and Repayment of Portion of 2019 Senior Notes On January 31, 2020 (the “2020 Senior Note Effective Date”), the Operating LLC entered into a note purchase agreement (the “2020 Senior Note Purchase Agreement”), by and among the Operating LLC, JKD Investor, and RN Capital Solutions LLC, a Delaware limited liability company (“RNCS”). Pursuant to the 2020 Senior Note Purchase Agreement, on the 2020 Senior Note Effective Date, (i) JKD Investor purchased from the Operating LLC a senior promissory note in the aggregate principal amount of $2,250 (the “JKD Investor Note”); and (ii) RNCS purchased from the Operating LLC a senior promissory note in the aggregate principal amount of $2,250 (the “RNCS Note” and, together with the JKD Investor Note, the “2020 Senior Notes” and, each, individually, a “2020 Senior Note”). On the 2020 Senior Note Effective Date, JKD Investor paid $2,250 to the Operating LLC and RNCS paid $2,250 to the Operating LLC in consideration of the JKD Investor Note and the RNCS Note, respectively. Pursuant to the 2020 Senior Note Purchase Agreement, the Operating LLC agreed to use the proceeds received from the issuance of the 2020 Senior Notes to repay in full all amounts outstanding under the 2019 Senior Note Edward E. Cohen IRA in the principal amount of $4,386 (the “Cohen IRA Note”). The Cohen IRA Note is included as a portion of the 2019 Senior Notes outstanding as of December 31, 2019. See note 20. The Cohen IRA Note was fully paid and extinguished on February 3, 2020. The 2020 Senior Notes are substantially identical. Pursuant to each 2020 Senior Note, the unpaid principal amount and all accrued but unpaid interest thereunder will be due and payable in full on January 31, 2022; provided, that, at any time after January 31, 2021 and prior to January 31, 2022, the holder of the 2020 Senior Note may, with at least 31 days’ prior written notice from the holder to the Operating LLC, declare the entire unpaid principal amount outstanding and all interest accrued and unpaid on the 2020 Senior Note to be immediately due and payable. Each 2020 Senior Note accrues interest on the unpaid principal amount from the date of the 2020 Senior Note at a rate equal to 12% per year. Interest on each 2020 Senior Note is payable in cash quarterly on each January 1, April 1, July 1, and October 1, commencing on April 1, 2020. Under each 2020 Senior Note, upon the occurrence or existence of any “Event of Default” thereunder, the outstanding principal amount is (or in certain instances, at the option of the holder thereof, may be) immediately accelerated. Further, upon the occurrence of any “Event of Default” under each 2020 Senior Note and for so long as such Event of Default continues, all principal, interest and other amounts payable under the 2020 Senior Note will bear interest at a rate equal to 13% per year. The 2020 Senior Notes may not be prepaid in whole or in part prior to January 31, 2021. At any time, following January 31, 2021, each 2020 Senior Note may, with at least 31 days’ prior written notice from the Operating LLC to the holder thereof, be prepaid in whole or in part without the prior written consent of the holder and without penalty or premium. The 2020 Senior Notes and the payment of all principal, interest, and any other amounts payable thereunder are senior obligations of the Operating LLC and will be senior to any Indebtedness (as defined in the Notes) of the Operating LLC outstanding as of the Effective Date, except that the 2020 Senior Notes rank pari passu to one another and to the 2017 Convertible Note. Pursuant the 2020 Senior Notes, following the 2020 Senior Note Effective Date, the Operating LLC may not incur any Indebtedness that is a senior obligation to the 2020 Senior Notes. |
Schedule I And Quarterly Info P
Schedule I And Quarterly Info Part I | 12 Months Ended |
Dec. 31, 2019 | |
Schedule I And Quarterly Info Part I [Abstract] | |
Condensed Financial Information of Registrant | SCHE DU LE I COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) Balance Sheets (Dollars in Thousands) As of December 31, 2019 2018 Assets Cash $ - $ - Investment in Cohen & Company, LLC 64,804 67,594 Other assets - 47 Total assets $ 64,804 $ 67,641 Liabilities Accrued interest and other liabilities $ 359 $ 340 Deferred income taxes 1,339 2,017 Debt 29,787 29,510 Total liabilities 31,485 31,867 Stockholders’ Equity Preferred Stock 27 5 Common Stock 12 12 Additional paid-in capital 68,714 68,591 Accumulated deficit (34,519) (31,926) Accumulated other comprehensive loss (915) (908) Total stockholders’ equity 33,319 35,774 Total liabilities and stockholders’ equity $ 64,804 $ 67,641 See accompanying notes to condensed financial statements. COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) Statements of Operations (Dollars in Thousands) For the Year Ended December 31, 2019 2018 2017 Revenues Equity in undistributed earnings / (loss) from Cohen & Company, LLC $ 1,340 $ 921 $ 4,939 Total revenues 1,340 921 4,939 Operating income / (loss) 1,340 921 4,939 Non-operating expense Interest expense (4,074) (4,251) (4,104) Income / (loss) before income taxes (2,734) (3,330) 835 Income tax (benefit) / expense (680) (867) (1,229) Net income / (loss) $ (2,054) $ (2,463) $ 2,064 See accompanying notes to condensed financial statements. COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) Statements of Cash Flows (Dollars in Thousands) For the Year Ended December 31, 2019 2018 2017 Operating activities Net income / (loss) $ (2,054) $ (2,463) $ 2,064 Adjustments to reconcile net income / (loss) to net cash provided by / (used) in operating activities: Equity in undistributed earnings / (loss) from Cohen & Company, LLC (1,340) (921) (4,939) Distributions from / (contributions to) Cohen & Company, LLC 4,634 6,930 4,856 Other (income) / expense - - - Amortization of discount of debt 277 575 873 (Increase) / decrease in other assets 47 (53) 24 Increase / (decrease) in accounts payable and other liabilities 19 14 27 Increase / (decrease) in deferred income taxes (678) (838) (1,279) Net cash provided by / (used in) operating activities 905 3,244 1,626 Financing activities Repurchase and repayment of debt - (1,461) - Cash used to net share settle equity awards (87) (51) (69) Repurchase of stock (299) (769) (572) Dividends paid to stockholders (519) (966) (985) Net cash provided by / (used in) financing activities (905) (3,247) (1,626) Net increase (decrease) in cash and cash equivalents - (3) - Cash and cash equivalents, beginning of period - 3 3 Cash and cash equivalents, end of period $ - $ - $ 3 See accompanying notes to condensed financial statements. COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (Dollars in thousands) The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and related notes of Cohen & Company Inc. Certain prior period amounts have been reclassified to conform to the current period presentation. The Company paid or received cash distributions to / from Cohen & Cohen, LLC as disclosed above in the statements of cash flow. |
Schedule I And Quarterly Info_2
Schedule I And Quarterly Info Part II | 12 Months Ended |
Dec. 31, 2019 | |
Schedule I And Quarterly Info Part II [Abstract] | |
Selected Quarterly Financial Results | COHEN & COMPANY INC. SELECTED QUARTERLY FINANCIAL RESULTS (Unaudited) (Dollars in thousands, except share and per share information) The following tables present our unaudited consolidated statements of operations data for the eight quarters ended 2019 and should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. Dec 2019 Sep 2019 Jun 2019 Mar 2019 Dec 2018 Sep 2018 Jun 2018 Mar 2018 Total revenues $ 16,090 $ 11,267 $ 11,169 $ 11,140 $ 15,621 $ 12,237 $ 12,190 $ 9,338 Operating expenses Compensation and benefits 6,159 7,017 6,432 6,364 6,425 7,177 6,589 5,194 Business development, occupancy, equipment 926 770 895 811 759 725 644 867 Subscriptions, clearing, and execution 2,950 2,403 2,056 2,273 2,209 2,433 2,151 1,834 Professional fee and other operating 1,942 1,440 1,190 1,679 3,855 1,483 1,379 1,742 Depreciation and amortization 79 80 78 81 85 63 52 61 Total operating expenses 12,056 11,710 10,651 11,208 13,333 11,881 10,815 9,698 Operating income / (loss) 4,034 (443) 518 (68) 2,288 356 1,375 (360) Non-operating income / (expense) Interest income (expense) (2,255) (1,536) (1,939) (1,854) (2,282) (2,185) (2,201) (1,819) Income / (loss) from equity method affiliates (188) (109) (248) (8) - - - - Income/(loss) before income taxes 1,591 (2,088) (1,669) (1,930) 6 (1,829) (826) (2,179) Income tax expense / (benefit) 394 (170) (641) (106) 418 (595) (636) (28) Net income / (loss) 1,197 (1,918) (1,028) (1,824) (412) (1,234) (190) (2,151) Less: Net income / (loss) attributable to the non-controlling interest 423 (702) (618) (622) 6 (583) (270) (677) Net income / (loss) attributable to Cohen & Company Inc. $ 774 $ (1,216) $ (410) $ (1,202) $ (418) $ (651) $ 80 $ (1,474) Earnings / (loss) per common share — basic $ 0.69 $ (1.06) $ (0.36) $ (1.06) $ (0.37) $ (0.57) $ 0.07 $ (1.26) Weighted average common shares outstanding — basic 1,125,311 1,143,909 1,143,909 1,133,166 1,117,576 1,145,323 1,172,919 1,172,476 Earnings / (loss) per common share — diluted $ 0.56 $ (1.06) $ (0.36) $ (1.06) $ (0.37) $ (0.57) $ 0.07 $ (1.26) Weighted average common shares outstanding — diluted 2,757,194 1,676,318 1,676,318 1,665,575 1,649,985 1,677,732 1,719,671 1,704,885 We have derived the unaudited consolidated statements of income data from our unaudited financial statements, which are not included in this Annual Report on Form 10-K. The quarterly financial results include all adjustments, consisting of normal recurring adjustments that we consider necessary for a fair presentation of our operating results for the quarters presented. Historical operating information may not be indicative of our future performance. Computation of earnings / (loss) per common share for each quarter are made independently of earnings / (loss) per common share for the year. Due to transactions affecting the weighted average number of shares outstanding in each quarter, the sum of the quarterly results per share does not equal the earnings / (loss) per common share for the year. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |
Principles Of Consolidation | A. Principles of Consolidation The consolidated financial statements reflect the accounts of Cohen & Company Inc. and its subsidiaries that are required to be consolidated under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). All intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates the Operating LLC, which is its main operating subsidiary and through which it carries out nearly all of its activities. With the exception of the junior subordinated notes included as a component of debt and the deferred tax liability, nearly all of the assets and liabilities included in the Company’s consolidated balance sheet are owned by the Operating LLC or its consolidated subsidiaries. In addition, with the exception of interest expense related to the junior subordinated notes and corporate tax expense, nearly all revenues, expenses, gains, and losses recognized in the consolidated statement of operations are generated by the Operating LLC or its consolidated subsidiaries. As of December 31, 2018, the Company owned 67.60% of the economic and voting interests in the Operating LLC. As a result of the issuance of additional equity interests in the Operating LLC during 2019 and the grant of a proxy from the owners of the additional equity interests , effective December 31, 2019, the Company controlled 51.00% of the voting interest and owned 28.75% of the economic interest of the Operating LLC. Even though the Company’s economic interests declined below 50% , it continues to consolidate the Operating LLC because it controls over 50% of the voting interests. Earnings and loss are allocated to the Company and other members of the Operating LLC based on their economic interest rather than their voting interest. Therefore, even though the Company consolidates the Operating LLC, 71.25% of the Operating LLC’s income or loss will be treated as non-controlling interest after the issuance of the additional equity interest in the Operating LLC during 2019 . See notes 4, 21, and 31. |
Use Of Estimates | B. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash And Cash Equivalents | D. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments that have original maturities of three months or less. A portion of the Company’s cash and cash equivalents are in the form of short-term investments and are not held in federally insured bank accounts |
Adoption Of New Accounting Standards | C. Adoption of New Accounting Standards In May 2014, the FA S B 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 has not changed 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. 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 Company’s adoption of the provisions of ASU 2016-01, effective January 1, 2018 did not have an effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under the new guidance (subsequently updated with ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20, and ASU 2019-01), 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. The Company adopted the provisions of the new guidance effective January 1, 2019. The Company recorded the following: (a) a right of use asset of $8,416 , (b) a lease commitment liability of $8,860 , (c) a reduction in retained earnings from cumulative effect of adoption of $20 , (d) an increase in other receivables of $18 , and (e) a reduction in other liabilities of $406 . See note 15 and 17. 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 an effect 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 an effect on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties Tha t Are under Common Control . The amendments in this ASU 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 March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs, Premium Amortization on Purchased Callable Debt Securities (Sub-Topic 310-20 ). The amendments in this ASU 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. The Company’s adoption of the provisions of ASU 2017-08, effective January 1, 2019 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 in this ASU 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 August 2017, the FASB issued ASU 2017-12, Derivative and Hedging – Targeted Improvements to Accounting for Hedging Activities (Topic 815 ). The amendments in this ASU refine and expand hedge accounting for both financial and commodity risks and contain provisions to create more transparency and clarify how economic results are presented. The Company’s adoption of the provisions of ASU 2017-12, effective January 1, 2019 did not have an effect on the Company’s 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 in this ASU 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 Cuts and Jobs Act (the “TCJA”) (or portion thereof) is recorded. The Company’s adoption of the provisions of ASU 2018-02, effective January 1, 2019 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 SEC interpretive guidance released on December 22, 2017 when TCJA 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. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The amendments in this ASU expand the scope of Topic 718, which previously only included 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. The Company’s adoption of the provisions of ASU 2018-07, effective January 1, 2019 did not have an effect on the Company’s consolidated financial statements. |
Financial Instruments | E. Financial Instruments The Company accounts for its investment securities at fair value under various accounting literature including FASB ASC 320, Investments — Debt and Equity Securities (“ASC 320”) , pertaining to investments in debt and equity securities and the fair value option of financial instruments in FASB ASC 825, Financial Instruments (“ASC 825”). The Company also accounts for certain assets at fair value under applicable industry guidance such as: (a) FASB ASC 946 , Financial Services-Investment Companies (“ASC 946”) ; and (b) FASB ASC 940-320, Proprietary Trading Securities (“ASC 940-320) . Certain of the Company’s assets and liabilities are required to be measured at fair value. For those assets and liabilities, the Company determines fair value according to the fair value measurement provisions included in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, establishes a valuation hierarchy based on the quality of inputs used to measure fair value, and requires additional disclosures about fair value measurements. The definition of fair value focuses on the price that would be received to sell the asset or paid to transfer the liability between market participants at the measurement date (an exit price). An exit price valuation will include margins for risk even if they are not observable. ASC 820 establishes a valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (level 1, 2, and 3). In addition, the Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions included in ASC 825. This standard provides companies the option of reporting certain instruments at fair value (with changes in fair value recognized in the statement of operations) that were previously either carried at cost, not recognized on the financial statements, accounted for as an equity method investment, or carried at fair value with changes in fair value recognized as a component of equity rather than in the statement of operations. The election is made on an instrument-by-instrument basis and is irrevocable. See note 9 for the information regarding the effects of applying the fair value option to the Company’s financial instruments on the Company’s consolidated financial statements. For financial instruments held by JVB, the Company accounts for them under ASC 940-320. ASC 940-320 requires all financial instruments be carried at fair value with unrealized and realized gains included recorded in the consolidated statement of operations. The main difference between ASC 940-320 and ASC 320 is that ASC 940-320 does not allow for available for sale or held to maturity treatment. For financial instruments held outside of JVB, the Company accounts for them under FAS ASC 320. ASC 320 requires that the Company classify its investments as either (i) held to maturity, (ii) available for sale, or (iii) trading. This determination is made at the time a security is purchased. ASC 320 requires that both trading and available for sale securities are to be carried at fair value. However, in the case of trading assets, both unrealized and realized gains and losses are recorded in the statement of operations. For available for sale securities, only realized gains and losses are recognized in the statement of operations while unrealized gains and losses are recognized as a component of other comprehensive income (“OCI”). However, if the reporting entity elects to account for an otherwise available for sale security under the fair value option (ASC 825), then the security is accounted for at fair value with both unrealized and realized gains recorded in the statement of operations. In all the periods presented, all securities accounted for under ASC 320 were either classified as trading or available for sale. No securities were classified as held to maturity. Furthermore, the Company elected the fair value option, in accordance with ASC 825, for all securities that were classified as available for sale. Therefore, for all periods presented, all securities owned by the Company were accounted for at fair value with unrealized and realized gains and losses recorded in the consolidated statement of operations. When the Company acquires an investment for the purpose of earning a return rather than to support the Company’s trading or matched book repo operations, the Company classifies that investment as other investments, at fair value in the consolidated balance sheet and unrealized and realized gains will be included as a component of principal transactions and other income in the in the consolidated statement of operations. Otherwise, the investment is classified as investments-trading in the consolidated balance sheet and unrealized and realized gains will be included as a component of net trading revenue in the in the consolidated statement of operations. When the Company acquires an investment that is required to be accounted for under the equity method, the Company will elect the fair value option when the fair value of the investment is either readily determinable or is eligible to be accounted for at NAV under the practical expedient of ASC 946. In those cases, the investment will be included as a component of other investments, at fair value in the consolidated balance sheet and unrealized and realized gains will be included as a component of principal transactions and other income in the in the consolidated statement of operations. If the fair value is not readily determinable, the Company will account for the investment under the equity method. In those cases, the investment will be included as a component of investments in equity method affiliates in the consolidated balance sheet and the Company will recognize its allocable share of the investee’s income or loss as a component of income / (loss) from equity method affiliates in the consolidated statement of operations. See note 12. The determination of fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third-party pricing services, or, when independent broker quotations or market price quotations from third-party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Also, from time to time, the Company may be deemed to be the primary beneficiary of a VIE and may be required to consolidate it and its investments under the provisions included in ASC 810 . See note 18. In those cases, the Company’s classification of the assets as trading, other investments, at fair value, available for sale, or held to maturity will depend on the intended use of the investment by the variable interest entity. Investments-Trading Unrealized and realized gains and losses on securities classified as investments-trading are recorded in net trading in the consolidated statements of operations. Other Investments, at Fair Value All gains and losses (unrealized and realized) from securities classified as other investments, at fair value in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statements of operations. Trading Securities Sold, Not Yet Purchased Trading securities sold, not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices. The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the consolidated balance sheets. Unrealized and realized gains and losses on trading securities sold, not yet purchased are recorded in net trading in the consolidated statements of operations. See notes 9 and 10. |
Derivative Financial Instruments | F. Derivative Financial Instruments FASB ASC 815, Derivatives and Hedging (“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 can record all or a portion of the change in the fair value of a designated hedge as an adjustment to OCI rather than as a gain or loss in the statements of operations. To date, the Company has not designated any derivatives as hedges under the provisions included in 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 (“ASC 210”), allow (but do not require) the reporting entity to net the derivative asset and liability on the consolidated balance sheets. It is the Company’s policy to present the derivative assets and liabilities on a net basis if the conditions of ASC 210 are met. However, in general the Company does not enter in to offsetting derivatives with the same counterparties. Therefore, in all 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 as a hedge for another financial instrument included in other investments, at fair value then the derivative will be included as a component of other investments, at fair value. The Company may, from time to time, enter into derivatives to manage its risk exposures arising from (i) fluctuations in foreign currency rates with respect to the Company’s investments in foreign currency denominated investments; (ii) the Company’s investments in interest sensitive investments; and (iii) the Company’s facilitation of mortgage-backed trading. Derivatives entered into by the Company, from time to time, may include (a) foreign currency forward contracts; (b) purchase and sale agreements of TBAs and other forward agency MBS contracts; and (c) 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 ASC 815. The settlement of these transactions is not expected to have a material effect on the Company’s consolidated financial statements. In addition to TBAs and other forward agency MBS contracts as part of the Company’s broker-dealer operations, the Company may from time to time enter into other securities or loan trades that do not settle within the normal securities settlement period. In those cases, the purchase or sale of the security or loan is not recorded until the settlement date. However, from the trade date until the settlement date, the Company’s interest in the security is accounted for as a derivative as either a forward purchase commitment or forward sale commitment. The Company will classify the related derivative either within investments-trading or other investments, at fair value depending on where it intends to classify the investment once the trade settles. Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of its carrying amount. Depending on the Company’s investment strategy, realized and unrealized gains and losses are recognized in principal transactions and other income or in net trading in the Company’s consolidated statements of operations on a trade date basis. See note 10. |
Receivables From And Payables To Brokers, Dealers And Clearing Agencies | G. Receivables from and payables to brokers, dealers, and clearing agencies Receivables from brokers, dealers, and clearing agencies may include amounts receivable for deposits placed with clearing agencies, funds in the Company’s accounts held with clearing agencies, and amounts receivable from securities or repo transactions that have failed to deliver. Payables to brokers, dealers, and clearing agencies may include amounts payable from securities or repo transactions that have failed to receive as well as amounts borrowed from clearing agencies under margin loan arrangements. In addition, receivables or payables arising from unsettled regular way trades is reflected on a net basis either as a component of receivables from or payables to brokers, dealers, and clearing agencies. See note 6. |
Furniture, Equipment, And Leasehold Improvements, Net | H. Furniture, Equipment, and Leasehold Improvements, Net Furniture, equipment, and leasehold improvements are stated at cost, less accumulated depreciation and amortization, and are included as a component of other assets in the consolidated balance sheets. Furniture and equipment are depreciated on a straight-line basis over their estimated useful life of 3 to 5 years. Leasehold improvements are amortized over the lesser of their useful life or lease term, which generally ranges from 5 to 10 years. See note 1 6 . |
Goodwill And Intangible Assets With Indefinite Lives | I. Goodwill and Intangible Assets with Indefinite Lives Goodwill represents the amount of the purchase price in excess of the fair value assigned to the individual assets acquired and liabilities assumed in various acquisitions completed by the Company. See note 13. In accordance with FASB ASC 350, Intangibles — Goodwill and Other (“ASC 350”), goodwill and intangible assets deemed to have indefinite lives are not amortized to expense but rather are analyzed for impairment. The Company measures its goodwill for impairment on an annual basis or when events indicate that goodwill may be impaired. The Company first assesses qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Based on the results of the qualitative assessment, the Company then determines whether it needs to calculate the fair value of the reporting unit as part of the goodwill impairment test. The goodwill impairment test requires management to make judgments in determining what assumptions to use in the calculation. First, the Company compares the fair value of the reporting unit to its carrying value. If the carrying value is less than fair value, the Company then would complete the impairment review process, which measures the amount of goodwill impairment The Company includes intangible assets comprised primarily of its broker-dealer licenses in other assets on its consolidated balance sheets that it considers to have indefinite useful lives. The Company reviews these assets for impairment on an annual basis. |
Variable Interest Entities | J . Variable Interest Entities ASC 810 contains the guidance surrounding the definition of a VIE, the definition of variable interests, and the consolidation rules surrounding VIEs. In general, VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company has variable interests in VIEs through its management contracts and investments in various securitization entities including CLOs and CDOs. Once it is determined that the Company holds a variable interest in a VIE, ASC 810 requires that the Company perform a qualitative analysis to determine (i) which entity has the power to direct the matters that most significantly impact the VIE’s financial performance and (ii) if the Company has the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The entity that has both of these characteristics is deemed to be the primary beneficiary and required to consolidate the VIE. This assessment must be done on an ongoing basis. The Company has included the required disclosures for VIEs in its consolidated financial statements. See note 18 for further details. |
Collateralized Securities Transactions | K. Collateralized Securities Transactions The Company may enter into transactions involving purchases of securities under agreements to resell (“reverse repurchase agreements” or “receivables under resale agreements”) or sales of securities under agreements to repurchase (“repurchase agreements”). The resulting interest income and expense are included in net trading in the consolidated statements of operations. In the case of reverse repurchase agreements, the Company generally takes possession of securities as collateral. Likewise, in the case of repurchase agreements, the Company is required to provide the counterparty with securities as collateral. In certain cases, a repurchase agreement and a reverse repurchase agreement may be entered into with the same counterparty. If certain requirements are met, the offsetting provisions included in ASC 210 allow (but do not require) the reporting entity to net the asset and liability on the consolidated balance sheets. Effective June 1, 2019, the Company changed its accounting policy regarding the netting of reverse repo and repo transactions. ASC 210 provides the option to present reverse repo and repo on a net basis if certain netting conditions are met. Prior to this date, the Company utilized this option and presented repo and reverse repo on a net basis when these conditions were met. As of June 1, 2019, the Company changed its policy to present all repo and reverse repo transactions on a gross basis even if the underlying netting conditions are met. See note 2. The Company classifies reverse repurchase agreements as a separate line item within the assets section of the Company’s consolidated balance sheets. The Company classifies repurchase agreements as a separate line item within the liabilities section of the Company’s consolidated balance sheets. In the case of reverse repurchase agreements, if the counterparty is unable or unwilling to fulfill its obligation to repurchase the collateral securities at maturity, the Company can sell the collateral securities to repay the obligation. However, the Company is at risk that it may sell at unfavorable market prices and may sustain significant losses. The Company’s policy to control this risk is monitoring the market value of securities pledged or used as collateral on a daily basis and requiring additional collateral in the event the market value of the existing collateral declines. In the case of repurchase agreements, if the counterparty makes a margin call and the Company is unable or unwilling to meet the margin call, the counterparty can sell the securities to repay the obligation. The Company is at risk that the counterparty may sell the securities at unfavorable market prices and the Company may sustain significant losses. The Company controls this risk by monitoring its liquidity position to ensure it has sufficient cash or liquid securities to meet margin calls. In general, reverse repurchase agreements and repurchase agreements allow each counterparty to re-pledge or resell the collateral securities to other counterparties. See note 11. |
Debt | L. Debt Debt is recorded at its face amount, less any discount or plus any premium. Debt issuance costs are included as a component of discount on debt. Any discount on debt is amortized as a component of interest expense using the effective interest method. The Company has not elected to account for any of its debt at fair value under ASC 825. See note 20. |
Redeemable Financial Instruments | M. Redeemable Financial Instruments Redeemable financial instruments are investments made in the Operating LLC or other operating subsidiaries. These investments entitle the holder to an investment return which is variable and is based on the operating results of certain business units of the Company. These investments can be redeemed by the Company under certain circumstances or the holder may require redemption under certain circumstances. However, there are no fixed maturity dates. The Company treats these investments as liabilities and carries these investments at the redemption value plus an y accrued and unpaid investment return on its consolidated balance sheets. The redemption value is included in redeemable financial instruments and the accrued and unpaid investment return is included in accounts payable and other liabilities in the consolidated balance sheets. Investment return is recorded on an accrual basis and is included as a component of interest expense in the consolidated statements of operations. See note 19 and 31 . |
Revenue Recognition | N. Revenue Recognition Net trading Net trading includes: (i) all gains, losses, interest income, dividend income, and interest expense from securities classified as investments-trading and trading securities sold, not yet purchased; (ii) interest income and expense from collateralized securities transactions; and (iii) commissions and riskless trading profits. Net trading is reduced by margin interest, which is recorded on an accrual basis. Riskless trades are transacted through the Company’s proprietary account with a customer order in hand, resulting in little or no market risk to the Company. Transactions that settle in the regular way are recognized on a trade date basis. Extended settlement transactions are recognized on a settlement date basis (although in cases of extended settlement trades, the unsettled trade is accounted for as a derivative between trade and settlement date). See note 10. The investments classified as trading are carried at fair value. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations from third-party pricing services or, when independent broker quotations or market price quotations from third-party pricing services are unavailable, valuation models prepared by the Company’s management. The models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. See note 9. Asset management Asset management revenue consists of management fees earned from Investment Vehicles. In the case of CDOs, the fees earned by the Company generally consist of senior, subordinated, and incentive fees. The senior asset management fee is generally senior to all the securities in the CDO capital structure and is recognized on a monthly basis as services are performed. The senior asset management fee is generally paid on a quarterly basis. The subordinated asset management fee is an additional payment for the same services but has a lower priority in the CDO cash flows. If the CDO experiences a certain level of asset defaults and deferrals, these fees may not be paid. There is no recovery by the CDO of previously paid subordinated asset management fees. It is the Company’s policy to recognize these fees on a monthly basis as services are performed. The subordinated asset management fee is generally paid on a quarterly basis. However, if the Company determines that the subordinated asset management fee will not be paid (which generally occurs on the quarterly payment date), the Company will stop recognizing additional subordinated asset management fees on that particular CDO and will reverse any subordinated asset management fees that are accrued and unpaid. The Company will begin accruing the subordinated asset management fee again if payment resumes and, in management’s estimate, continued payment is reasonably assured. If payment were to resume but the Company was unsure of continued payment, it would recognize the subordinated asset management fee as payments were received and would not accrue such fees on a monthly basis. The incentive management fee is an additional payment, made typically after five to seven years of the life of a CDO, which is based on the clearance of an accumulated cash return on investment (“Hurdle Return”) received by the most junior CDO securities holders. It is an incentive for the Company to perform in its role as asset manager by minimizing defaults and maximizing recoveries. The incentive management fee is not ultimately determined or payable until the achievement of the Hurdle Return by the most junior CDO securities holders. The Company recognizes incentive fee revenue when it is probable and there is not a significant chance of reversal in the future. In the case of Investment Vehicles other than CDOs, generally the Company earns a base fee and, in some cases, also earns an incentive fee. Base fees will generally be recognized on a monthly basis as services are performed and will be paid monthly or quarterly. The contractual terms of each arrangement will determine the Company’s revenue recognition policy for incentive fees in each case. However, in all cases the Company recognizes the incentive fees when they are probable and there is not a significant chance of reversal in the future. New issue and advisory New issue and advisory revenue includes: (i) new issue revenue associated with originating, arranging, or placing newly created financial instruments and (ii) revenue from advisory services. New issue and advisory revenue is recognized when all services have been provided and payment is earned. Principal transactions and other income Principal transactions include all gains, losses, and income from financial instruments classified as other investments, at fair value in the consolidated balance sheets. The investments classified as other investments, at fair value are carried at fair value. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations or models from third-party pricing services, or, when independent broker quotations or market price quotations or models from third-party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Dividend income is recognized on the ex-dividend date. Other income / (loss) includes foreign currency gains and losses, interest earned on cash and cash equivalents, interest earned and losses incurred on notes receivable, and other miscellaneous income including revenue from revenue sharing arrangements. |
Interest Expense, Net | O. Interest Expense, net Interest expense incurred , other than interest income and expense included as a component of net trading is recorded on an accrual basis and presented in the consolidated statements of operations as a separate non-operating expense. See note s 19 and 20. |
Leases | P. Leases The Company leases office space and certain computer and related equipment as lessee. From time to time, the Company sub-leases office space to other tenants. Prior to the adoption of ASC 842, the Company classified all the leases to which it was a party as operating leases. The Company recognized rent expense on a straight-line basis as a component of business development, occupancy, and equipment in the consolidated statement s of operations. Any difference between cash payments and straight-line rent expense was included as a component of other liabilities in the consolidated balance sheet s . The Company adopted the provisions of the new guidance effective January 1, 2019. The Company recorded the following: (a) a right of use asset of $8,416, (b) a lease commitment liability of $8,860, (c) a reduction in retained earnings from cumulative effect of adoption of $20, (d) an increase in other receivables of $18, and (e) a reduction in other liabilities of $406. Subsequent to the adoption of ASU 842, all leases to which the Company was a party remained classified as operating leases and rent expense was still recognized on a straight-line basis and included as a component of business development, occupancy, and equipment in the consolidated statement s of operations. Under the requirements of ASC 842, the company determines if an arrangement is a lease at the inception date of the contract. The Company measures operating lease liabilities using an estimated incremental borrowing rate as there is no rate implicit in the Company’s operating lease arrangements. An incremental borrowing rate was calculated for each operating lease based on the term of the lease, the U.S. Treasury term interest rate, and an estimated spread to borrow on a secured basis. |
Non-Controlling Interest | Q. Non-Controlling Interest The equity interests of any consolidated subsidiary that are not owned by the Company are treated as non-controlling interests . See note 21. |
Equity-Based Compensation | R. Equity-Based Compensation The Company accounts for equity-based compensation issued to its employees using the fair value-based methodology prescribed by the provisions related to share-based payments included in FASB ASC 718, Compensation-Stock Compensation (“ASC 718”). Since its formation, the Company has issued the following types of instruments: (i) “Restricted Units” that include both actual units of membership interests of the Operating LLC or interests that represent the right to receive common shares of Cohen & Company Inc., both of which may be subject to certain restrictions; (ii) “Restricted Stock” that are shares of Cohen & Company Inc.’s Common Stock; and (iii) stock options of Cohen & Company Inc. When issuing equity compensation, the Company first determines the fair value of the Restricted Units or Restricted Stock or stock options granted. Once the fair value of the equity-based awards is determined, the Company determines whether the grants qualify for liability or equity treatment. The individual rights of the equity grants are the determining factors of the appropriate treatment (liability or equity). In general terms, if the equity-based awards granted have certain features (like put or cash settlement options) that give employees the right to redeem the grants for cash instead of equity of the Company, the grants will require liability treatment. Otherwise, equity treatment is generally appropriate. If the grants qualify for equity treatment, the value of the grant is recorded as an expense as part of compensation and benefits in the consolidated statements of operations. The expense is recorded ratably over the service period as defined in ASC 718, which is generally the vesting period. The offsetting entry is to stockholders’ equity and non-controlling interest. In the case of grants that qualify for equity treatment, compensation expense is fixed on the date of grant. The only subsequent adjustments made would be to account for differences between actual forfeitures of grants when an employee leaves the Company and initial estimate of forfeitures. If the grants were to qualify for liability treatment, the treatment is the same as above except that the offsetting entry is to liability for equity compensation. In addition, in the case of grants that qualify for liability treatment, the Company would adjust the total compensation and the liability for equity compensation to account for subsequent changes in fair value as well as forfeitures as described in the preceding paragraph. |
Accounting For Income Taxes | S. Accounting for Income Taxes Cohen & Company Inc. is treated as a C corporation for United States federal and state income tax purposes. The Company’s voting-controlled subsidiary, the Operating LLC, is treated as a pass-through entity for U.S. federal income tax purposes and in most of the states in which it does business. However, in the periods presented, the Operating LLC or its subsidiaries have been subject to entity level income taxes in the United Kingdom, Spain, France, New York City, Pennsylvania, and Philadelphia. Beginning on April 1, 2006, the Company qualified for Keystone Opportunity Improvement Zone (“KOZ”) benefits, which exempted the Operating LLC and its members from Philadelphia and Pennsylvania state income and capital stock franchise tax liabilities. The Company’s KOZ benefits expired in 2018. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the U.S. GAAP and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such a determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations. In the event the Company were to determine that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance that would reduce the provision for income taxes. The Company’s policy is to record penalties and interest as a component of income tax expense (benefit) in the consolidated statements of operations. |
Other Comprehensive Income / (Loss) | T. Other Comprehensive Income / (Loss) The Company reports the components of comprehensive income / (loss) within the consolidated statements of operations and comprehensive income / (loss). Comprehensive income / (loss) includes net income / (loss) from foreign translation adjustment. |
Earnings / (Loss) Per Common Share | U . Earnings / (Loss) Per Common Share In accordance with FASB ASC 260, Earnings Per Share (“ASC 260”), the Company presents both basic and diluted earnings / (loss) per common share in its consolidated financial statements and footnotes. Basic earnings / (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income or loss allocable to common stockholders or members by the weighted average number of common shares and restricted stock entitled to non-forfeitable dividends outstanding for the period. Diluted earnings per common share (“Diluted EPS”) reflects the potential dilution of common stock equivalents (such as restricted stock and restricted units entitled to forfeitable dividends, in-the-money stock options, and convertible debt, if they are not anti-dilutive). See note 26 for the computation of earnings/(loss) per common share. |
Business Concentration | V. Business Concentration A substantial portion of the Company’s asset management revenues in a year may be derived from a small number of transactions. For the year ended December 31, 2019 , the Company earned asset management revenue of $4,028 from CDOs and $3,532 from other investment funds. Other than revenue earned in its matched book repo operations, the Company’s trading revenue is generated from transactions with a diverse set of institutional customers. The Company does not consider its trading revenue, other than revenue earned in its matched book repo operations, to be concentrated from a customer or counterparty perspective. See note 11 for discussion of concentrations within its matched book repo operations. |
Recent Accounting Developments | X . Recent Accounting Developments 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. The Company’s adoption of the provisions of ASU 2016-13, effective January 1, 2020 did not have a material effect on the Company’s 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. 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 valuation 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. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Target Improvements to Related Party Guidance for Variable Interest Entities . The ASU made targeted changes to the related party consolidation guidance. The new guidance changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity will need to consider indirect interests held through related parties under common control on a proportionate basis under the new guidance, rather than in their entirety, as has been the case under current guidance. The guidance is effective in annual periods beginning after December 15, 2019 and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606. The ASU also provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. It accomplishes this by allowing organizations to only present units of account in collaborative arrangements that are within the scope of the revenue recognition standard together with revenue accounted for under the revenue recognition standard. The parts of the collaborative arrangement that are not in the scope of the revenue recognition standard should be presented separately from revenue accounted for under the revenue recognition standard. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In November 2019, the FASB issued ASU 2019-08, Compensation – Stock Compensation (Topic (718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements– Share-Based Consideration Payable to a Customer. This ASU requires companies to measure and classify (on the balance sheet) share-based payments to customers by applying the guidance in Topic 718, Compensation—Stock Compensation . As a result, the amount recorded as a reduction in revenue would be measured based on the grant-date fair value of the share-based payment. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU is intended to simplify accounting for income taxes. It removes specific exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020 and interim period with those fiscal years 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 | W. 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 valuation hierarchy with respect to investments-trading; other investments, at fair value; and the derivatives held by the Company. Cash equivalents : Cash is carried at historical cost, which is assumed to approximate fair value. The estimated fair value measurement of cash and cash equivalents is classified within level 1 of the valuation hierarchy. Investments-trading : These amounts are carried at fair value. The fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third-party pricing services, or valuation models when quotations are not available. Other investments, at fair value : These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent broker market quotations, or valuation models when quotations are not available. In the case of investments in alternative investment funds, fair value is generally based on the reported net asset value of the underlying fund . Receivables under resale agreements : Receivables under resale agreements are carried at their contracted resale price, have short-term maturities, and are repriced frequently or bear market interest rates and, accordingly, these contracts are at amounts that approximate fair value. The estimated fair value measurements of receivables under resale agreements are based on observations of actual market activity and are generally classified within level 2 of the valuation hierarchy . Trading securities sold, not yet purchased : These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent market quotations, market price quotations from third-party pricing services, or valuation models when quotations are not available. Securities sold under agreement to repurchase : The liabilities for securities sold under agreement to repurchase are carried at their contracted repurchase price, have short-term maturities, and are repriced frequently with amounts normally due in one month or less and, accordingly, these contracts are at amounts that approximate fair value. The estimated fair value measurements of securities sold under agreement to repurchase are based on observations of actual market activity and are generally classified within level 2 of the valuation 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 valuation hierarchy . Debt : These amounts are carried at outstanding principal less unamortized discount. However, a substantial portion of the debt was assumed in the Merger and recorded at fair value as of that date. As of December 31, 2019, and 2018 , the fair value of the Company’s debt was estimated to be $58,635 and $50,159 , 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 valuation 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 10 and 11. The fair value is generally based on quoted market prices on an exchange that is deemed to be active for derivative instruments such as foreign currency forward contracts and Eurodollar futures. For derivative instruments, such as TBAs and other extended settlement trades, the fair value is generally based on market price quotations from third-party pricing services. |
Net Trading (Tables)
Net Trading (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Net Trading [Abstract] | |
Schedule Of Net Trading | NET TRADING (Dollars in Thousands) For the Years Ended December 31, 2019 2018 2017 Net realized gains / (losses)- trading inventory $ 24,118 $ 20,914 $ 21,277 Net unrealized gains / (losses)-trading inventory (1,320) 1,236 598 Gains and losses 22,798 22,150 21,875 Interest income-trading inventory 6,921 5,040 2,071 Interest income - loans held for sale 236 - - Interest income-receivables under resale agreements 176,336 67,846 13,874 Interest income 183,493 72,886 15,945 Interest expense-securities sold under agreement to repurchase (164,851) (63,707) (10,234) Interest expense-LegacyTexas Credit Facility (100) - - Interest expense-margin payable (3,168) (2,031) (677) Interest expense (168,119) (65,738) (10,911) Net trading $ 38,172 $ 29,298 $ 26,909 |
Receivables From And Payables_2
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies [Abstract] | |
Schedule Of Due To (From) Broker-Dealers And Clearing Organizations | Amounts receivable from brokers, dealers, and clearing agencies consisted of the following. RECEIVABLES FROM BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) As of December 31, 2019 2018 Deposits with clearing organizations $ 250 $ 250 Unsettled regular way trades, net 12,170 - Receivable from clearing organizations 83,712 129,562 Receivables from brokers, dealers, and clearing agencies $ 96,132 $ 129,812 Amounts payable to brokers, dealers, and clearing agencies consisted of the following. PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) As of December 31, 2019 2018 Unsettled regular way trades, net $ - $ 5,822 Margin payable 208,441 195,776 Due to clearing agent 32,820 - Payables to brokers, dealers, and clearing agencies $ 241,261 $ 201,598 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Receivables [Abstract] | |
Schedule Of Other Receivables | OTHER RECEIVABLES (Dollars in Thousands) As of December 31, 2019 2018 Cash collateral due from counterparties $ 41,172 $ 6,216 Asset management fees receivable 1,159 947 New issue and advisory fees receivable - 2,100 Accrued interest and dividend receivable 3,549 2,359 Revenue share receivable 150 140 Other receivables 595 310 Other receivables $ 46,625 $ 12,072 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial Instruments [Abstract] | |
Schedule Of Trading Securities | INVESTMENTS - TRADING (Dollars in Thousands) As of December 31, 2019 2018 U.S. government agency MBS and CMOs $ 196,146 $ 149,651 U.S. government agency debt securities 14,680 14,915 RMBS 15 21 U.S. Treasury securities 11,105 4,099 ABS 100 100 SBA loans 27,634 31,496 Corporate bonds and redeemable preferred stock 38,503 44,507 Foreign government bonds 844 117 Municipal bonds 13,737 47,433 Certificates of deposit 841 302 Derivatives 3,686 8,212 Equity securities 561 382 Investments-trading $ 307,852 $ 301,235 |
Schedule Of Trading Securities Sold, Not Yet Purchased | TRADING SECURITIES SOLD, NOT YET PURCHASED (Dollars in Thousands) As of December 31, 2019 2018 U.S. government agency MBS and CMOs $ - $ 16 U.S. Treasury securities 16,827 70,010 Corporate bonds and redeemable preferred stock 58,083 43,957 Municipal bonds 20 20 Derivatives 3,017 6,119 Trading securities sold, not yet purchased $ 77,947 $ 120,122 |
Schedule Of Other Investments | OTHER INVESTMENTS, AT FAIR VALUE (Dollars in Thousands) As of December 31, 2019 Cost Carrying Value Unrealized Gain / (Loss) Equity securities $ 8,598 $ 9,352 $ 754 CLOs 2,894 2,522 (372) U.S. Insurance JV 2,048 2,223 175 SPAC Funds 646 668 22 Residential loans 129 99 (30) Other investments, at fair value $ 14,315 $ 14,864 $ 549 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis | FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 2019 (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 $ 196,146 $ - $ 196,146 $ - U.S. government agency debt securities 14,680 - 14,680 - RMBS 15 - 15 - U.S. Treasury securities 11,105 11,105 - - ABS 100 - 100 - SBA loans 27,634 - 27,634 - Corporate bonds and redeemable preferred stock 38,503 - 38,503 - Foreign government bonds 844 - 844 - Municipal bonds 13,737 - 13,737 - Certificates of deposit 841 - 841 - Derivatives 3,686 - 3,686 - Equity securities 561 - 561 - Total investments - trading $ 307,852 $ 11,105 $ 296,747 $ - Other investments, at fair value: Equity securities $ 9,352 $ 2,009 $ 7,343 $ - CLOs 2,522 - - 2,522 Residential loans 99 - 99 - 11,973 $ 2,009 $ 7,442 $ 2,522 Investments measured at NAV (1) 2,891 Total other investments, at fair value $ 14,864 Liabilities Trading securities sold, not yet purchased: U.S. Treasury securities $ 16,827 $ 16,827 $ - $ - Corporate bonds and redeemable preferred stock 58,083 - 58,083 - Municipal bonds 20 - 20 - Derivatives 3,017 - 3,017 - Total trading securities sold, not yet purchased $ 77,947 $ 16,827 $ 61,120 $ - (1) As a practical expedient, the Company uses NAV ( or its equivalent ) to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Funds. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Funds invest in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy . FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 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 $ 149,651 $ - $ 149,651 $ - U.S. government agency debt securities 14,915 - 14,915 - RMBS 21 - 21 - U.S. Treasury securities 4,099 4,099 - - ABS 100 - 100 - SBA loans 31,496 - 31,496 - Corporate bonds and redeemable preferred stock 44,507 - 44,507 - Foreign government bonds 117 - 117 - Municipal bonds 47,433 - 47,433 - Certificates of deposit 302 - 302 - Derivatives 8,212 - 8,212 - Equity securities 382 - 382 - Total investments - trading $ 301,235 $ 4,099 $ 297,136 $ - Other investments, at fair value: Equity Securities $ 6,650 $ 5,775 $ 875 $ - CLOs 2,730 - - 2,730 CDOs 26 - - 26 Residential loans 325 - 325 - Foreign currency forward contracts (13) (13) - - 9,718 $ 5,762 $ 1,200 $ 2,756 Investments measured at NAV (1) 4,050 Total other investments, at fair value $ 13,768 Liabilities Trading securities sold, not yet purchased: U.S. government agency MBS $ 16 $ - $ 16 $ - U.S. Treasury securities 70,010 70,010 - - Corporate bonds and redeemable preferred stock 43,957 - 43,957 - Municipal bonds 20 - 20 - Derivatives 6,119 - 6,119 - Total trading securities sold, not yet purchased $ 120,122 $ 70,010 $ 50,112 $ - (1) As a practical expedient, the Company utilized NAV ( or its equivalent ) to measure the fair value of its investments in EuroDekania, the U.S. Insurance JV, and the SPAC Funds. EuroDekania sold its remaining investments in 2019. Prior to the sale of its remaining investments, EuroDekania invested 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 Funds invest in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy. |
Schedule Of Assets And Liabilities Measured With Level 3 Inputs | LEVEL 3 ROLLFORWARD (Dollars in thousands) For the year ended December 31, 2019 2018 Beginning of Period $ 2,756 $ 6,577 Net trading - 200 Gains & losses (1) (123) (218) Accretion of income (1) 414 1,365 Purchases - 9,851 Sales and returns of capital (525) (15,019) End of Period $ 2,522 $ 2,756 Change in unrealized gains / (losses) (2) $ (4) $ (683) (1) Gains and losses on 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 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 December 31, 2019 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 2,522 Discounted Cash Flow Model Yield 17.9% 16.9% - 19.2% Duration (years) 5.8 5.3 - 6.5 Default rate 2.0% 2.0% - 2.0% QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in Thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant December 31, 2018 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 2,730 Discounted Cash Flow Model Yield 20.0% 18.1% - 21.6% Duration (years) 6.9 6.3 - 7.5 Default rate 2.0% 2.0% - 2.0% |
Fair Value, Investments, Entities That Calculate Net Asset Value Per Share | FAIR VALUE MEASUREMENTS OF INVESTMENTS IN CERTAIN ENTITIES THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT) (Dollars in thousands) December 31, 2019 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value U.S. Insurance JV (b) $ 2,223 $ 817 N/A N/A SPAC Funds (c) 668 N/A Quarterly after 1 year lock up 90 days $ 2,891 December 31, 2018 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,533 N/A N/A N/A U.S. Insurance JV (b) 1,925 $ 1,100 N/A N/A SPAC Funds (c) 592 N/A Quarterly after 1 year lock up 90 days $ 4,050 N/A – Not applicable. (a) EuroDekania sold its remaining investments in 2019. Prior to that sale, EuroDekania owned investments in hybrid capital securities that had 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 were 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 Funds invest in equity interests of SPACs. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Financial Instruments [Abstract] | |
Balance Sheet Information | DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION (Dollars in Thousands) As of December 31, Derivative Financial Instruments Not Designated as Hedging Instruments Under ASC 815 Balance Sheet Classification 2019 2018 TBA and other forward agency MBS Investments-trading $ 3,686 $ 8,142 Other extended settlement trades Investments-trading - 70 Foreign currency forward contracts Other investments, at fair value - (13) TBA and other forward agency MBS Trading securities sold, not yet purchased (3,017) (6,116) Other extended settlement trades Trading securities sold, not yet purchased - (3) $ 669 $ 2,080 |
Statement Of Operations Information | DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in Thousands) For the Year Ended December 31, Derivative Financial Instruments Not Designated as Hedging Instruments Under ASC 815 Income Statement Classification 2019 2018 2017 Foreign currency forward contracts Revenues-principal transactions and other income $ 51 $ 87 $ (145) Other extended settlement trades Revenues-principal transactions and other income - - (251) Other extended settlement trades Revenues-net trading (70) 60 10 TBA and other forward agency MBS Revenues-net trading 6,545 6,053 6,909 $ 6,526 $ 6,200 $ 6,523 |
Collateralized Securities Tra_2
Collateralized Securities Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Collateralized Securities Transactions [Abstract] | |
Schedule Of Repurchase Agreements Accounted For As Secured Borrowings | . Secured Borrowings (Dollars in Thousands) December 31, 2019 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. treasury and government agency MBS (GCF repo) $ 5,117,811 $ 1,546,510 $ - $ - $ 6,664,321 MBS (gestation repo) - 742,035 100,403 - 842,438 SBA loans 27,684 - - - 27,684 $ 5,145,495 $ 2,288,545 $ 100,403 $ - $ 7,534,443 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. treasury and government agency MBS (GCF repo) $ 1,231,027 $ 2,525,188 $ 2,319,079 $ 575,058 $ 6,650,352 MBS (gestation repo) - 747,692 101,958 - 849,650 $ 1,231,027 $ 3,272,880 $ 2,421,037 $ 575,058 $ 7,500,002 SECURED BORROWINGS (Dollars in Thousands) December 31, 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. treasury and government agency MBS (GCF repo) $ 7,014,758 $ 250,537 $ - $ - $ 7,265,295 MBS (gestation repo) - 287,400 100,918 - 388,318 SBA loans 18,151 - - - 18,151 $ 7,032,909 $ 537,937 $ 100,918 $ - $ 7,671,764 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements U.S. treasury and government agency MBS (GCF repo) $ 10,864 $ 5,477,247 $ 598,635 $ 1,157,349 $ 7,244,095 MBS (gestation repo) - 287,209 100,926 - 388,135 $ 10,864 $ 5,764,456 $ 699,561 $ 1,157,349 $ 7,632,230 |
Investments In Equity Method _2
Investments In Equity Method Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments in Equity Method Affiliates [Abstract] | |
Schedule Of Investments In Equity Method Affiliates | INVESTMENTS IN EQUITY METHOD AFFILIATES (Dollars in Thousands) Insurance SPAC AOI CK Capital Total January 1, 2019 $ - $ - $ - $ - Investments / advances 3,775 559 18 4,352 Distributions / repayments - - - - Earnings / (loss) realized (553) - - (553) December 31, 2019 $ 3,222 $ 559 $ 18 $ 3,799 |
Summarized Data Of Equity Method Investees | SUMMARY DATA OF EQUITY METHOD INVESTEES (Dollars in Thousands) December 31, 2019 December 31, 2018 Total Assets $ 229,870 $ 64,497 Liabilities $ 7,289 $ 478 Equity attributable to the investees 222,581 64,002 Non-controlling interest - 17 Total Liabilities & Equity $ 229,870 $ 64,497 Year Ended December 31, 2019 2018 2017 Net income/(loss) 6,009 4,189 (238) Net income/(loss) attributable to the investee 6,005 4,176 (237) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill [Abstract] | |
Schedule Of Goodwill | GOODWILL (Dollars in Thousands) As of December 31, 2019 2018 AFN $ 110 $ 110 JVB 7,882 7,882 Goodwill $ 7,992 $ 7,992 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule Of Future Maturity Of Lease Liabilities | FUTURE MATURITY OF LEASE LIABILITIES (Dollars in Thousands) As of December 31, 2019 2020 1,564 2021 1,108 2022 933 2023 950 2024 983 Thereafter 4,094 Total 9,632 Less imputed interest (1,939) Lease obligation $ 7,693 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
Schedule Of Other Assets | OTHER ASSETS (Dollars in Thousands) As of December 31, 2019 2018 Deferred costs $ 301 $ 571 Prepaid expenses 796 1,009 Prepaid income taxes - 40 Deposits 656 669 Miscellaneous other assets 275 33 Loans held for sale 5,323 - Furniture, equipment, and leasehold improvements, net 916 1,133 Intangible assets 166 166 Other assets $ 8,433 $ 3,621 |
Furniture, Equipment, And Lea_2
Furniture, Equipment, And Leasehold Improvements, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture, Equipment, And Leasehold Improvements, Net [Abstract] | |
Schedule Of Furniture, Equipment, And Leasehold Improvements | FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET (Dollars in Thousands) As of December 31, Estimated Useful Lives 2019 2018 Furniture and equipment 3 to 5 Years $ 1,042 $ 1,726 Leasehold improvements 5 to 10 Years 855 894 1,897 2,620 Accumulated depreciation (981) (1,487) Furniture, equipment, and leasehold improvements, net $ 916 $ 1,133 |
Accounts Payable And Other Li_2
Accounts Payable And Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payable And Other Liabilities [Abstract] | |
Schedule Of Accounts Payable And Other Liabilities | ACCOUNTS PAYABLE AND OTHER LIABILITIES (Dollars in Thousands) As of December 31, 2019 2018 Accounts payable $ 362 $ 359 Redeemable financial instruments accrued interest 403 714 Straight line rent payable - 405 Accrued interest payable 711 674 Accrued interest on securities sold, not yet purchased 914 1,184 Payroll taxes payable 729 721 Counterparty cash collateral 9,524 4,227 Accrued expense and other liabilities 7,652 3,168 Accounts payable and other liabilities $ 20,295 $ 11,452 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Variable Interest Entities [Abstract] | |
Schedule Of Variable Interest Entities | CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES (Dollars in Thousands) As of December 31, 2019 2018 Other Investments, at fair value $ 5,413 $ 5,273 Maximum Exposure $ 5,413 $ 5,273 |
Redeemable Financial Instrume_2
Redeemable Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Redeemable Financial Instruments [Abstract] | |
Schedule Of Redeemable Financial Instruments | REDEEMABLE FINANCIAL INSTRUMENTS (Dollars in Thousands) As of December 31, 2019 2018 JKD Investor $ 7,957 $ 6,732 DGC Trust / CBF 8,500 10,000 ViaNova Capital Group, LLC 526 716 $ 16,983 $ 17,448 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt [Abstract] | |
Debt Outstanding | DETAIL OF DEBT (Dollars in Thousands) As of December 31, Description 2019 2018 Interest Rate Terms Interest (4) Maturity Non-convertible debt: 12.00% senior notes (the "2019 Senior Notes") $ 6,786 $ - Fixed 12.00 % September 2020 (1) Contingent convertible debt: 8.00% convertible senior note (the "2017 Convertible Note") 15,000 15,000 Fixed 8.00 % March 2022 (2) 8.00% convertible senior notes (the "2013 Convertible Notes") - 6,786 Fixed 8.00 % September 2019 (1) Less unamortized debt issuance costs (703) (974) 14,297 20,812 Junior subordinated notes (3): Alesco Capital Trust I 28,125 28,125 Variable 5.94% % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 6.11% % March 2035 Less unamortized discount (25,124) (25,401) 23,001 22,724 FT Financial Bank, N.A. Credit Facility - - Variable N/A April 2021 LegacyTexas Credit Facility 4,777 - Variable N/A April 2020 Total $ 48,861 $ 43,536 (1) On September 25, 2019, the Company amended and restated the previously outstanding 2013 Convertible Notes, which were scheduled to mature on September 25, 2019. The material terms and conditions of the 2013 Convertible Notes remained substantially the same, except that (i) the maturity date thereof changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature in the 2013 Convertible Notes was removed; (iii) the interest rate thereunder changed from 8% per annum ( 9% in the event of certain events of default) to 12% per annum ( 13% in the event of certain events of default); and (iv) the restrictions regarding the prepayment were removed. The post amendment notes are referred to herein as the “2019 Senior Notes” and the pre-amendment notes are referred to herein as the “2013 Convertible Notes.” (2) The holder of the 2017 Convertible Note may convert all or any part of the outstanding principal amount at any time prior to maturity into units of membership interests of the Operating LLC at a conversion price of $1.45 per unit, subject to customary anti-dilution adjustments. Units of membership interests of the Operating LLC not held by Cohen & Company Inc. may, with certain restrictions, be redeemed and exchanged into shares of the Cohen & Company Inc. common stock, par value $0.01 per share (“Common Stock”) on a ten-for-one basis. Therefore, the 2017 Convertible Note can be converted into Operating LLC units of membership interests and then redeemed and exchanged into Common Stock at an effective conversion price of $14.50 . (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 the common stock. The Company carries the common stock on its balance sheet at a value of $0 . The junior subordinated notes are recorded at a discount to par. When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31 , 2019 on a combined basis was 15.04% assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity. (4) Represents the interest rate in effect as of the last day of the reporting period. |
Schedule Of Interest Expense By Debt Instrument | INTEREST EXPENSE (Dollars in Thousands) Year Ended December 31, 2019 2018 2017 Junior subordinated notes $ 3,457 $ 3,499 $ 3,293 2013 Convertible Notes / 2019 Senior Notes 615 752 811 2017 Convertible Note 1,472 1,445 1,154 2018 FT LOC / 2019 FT Revolver 365 270 - Redeemable Financial Instrument - DGC Trust / CBF 1,166 587 89 Redeemable Financial Instrument - JKD Investor 699 1,968 831 Redeemable Financial Instrument - ViaNova Capital Group, LLC (190) (34) - $ 7,584 $ 8,487 $ 6,178 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule Of Unrestricted Common Stock Activity | ROLLFORWARD OF SHARES OUTSTANDING OF COHEN & COMPANY INC. Common Stock Restricted Stock Total December 31, 2016 (1) 1,134,957 73,962 1,208,919 Issuance of shares - 29,167 29,167 Issuance as equity-based compensation - 39,591 39,591 Vesting of shares 65,782 (65,782) - Shares withheld for employee taxes (7,699) - (7,699) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (56,950) (6) (56,956) December 31, 2017 (1) 1,136,090 76,932 1,213,022 Issuance of shares - - - Issuance as equity-based compensation - 73,685 73,685 Vesting of shares 57,138 (57,138) - Shares withheld for employee taxes (7,430) - (7,430) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (75,081) - (75,081) December 31, 2018 (1) 1,110,717 93,479 1,204,196 Issuance of shares - - - Issuance as equity-based compensation - 36,875 36,875 Vesting of shares 56,639 (56,639) - Shares withheld for employee taxes (15,557) - (15,557) Forfeiture / cancellation of restricted stock - - Repurchase and retirement of common stock (31,890) - (31,890) December 31, 2019 (1) 1,119,909 73,715 1,193,624 (1) Excludes remaining restricted units of Cohen & Company Inc. Common Stock. See note 22. |
Operating LLC Membership Units | ROLLFORWARD OF UNITS OUTSTANDING OF THE OPERATING LLC Cohen & Company Inc. Daniel G. Cohen DGC Trust Others Total December 31, 2016 11,781,662 4,983,557 - 340,533 17,105,752 Issuance of Units under UIS, net 398,741 - - - 398,741 Repurchase and retirement of Common Stock (569,549) - - - (569,549) December 31, 2017 11,610,854 4,983,557 - 340,533 16,934,944 Issuance of Units under UIS, net 247,120 - - - 247,120 Repurchase and retirement of Common Stock (750,810) - - - (750,810) December 31, 2018 11,107,164 4,983,557 - 340,533 16,431,254 Issuance of Units under UIS, net 410,820 - - - 410,820 Issuance of Units for purchase of IMXI shares - 12,549,273 9,880,268 - 22,429,541 Additional units purchased by Daniel G. Cohen - 268,445 - (268,445) - Repurchase and retirement of Common Stock (318,900) - - - (318,900) December 31, 2019 11,199,084 17,801,275 9,880,268 72,088 38,952,715 |
Schedule Of Effects Of Changes In Ownership Interest Subsidiary | For the Year Ended December 31, 2019 2018 2017 Net income / (loss) attributable to Cohen & Company Inc. $ (2,054) $ (2,463) $ 2,064 Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company Inc.'s paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net 28 (217) (81) Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest $ (2,026) $ (2,680) $ 1,983 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity-Based Compensation [Abstract] | |
Equity-Based Compensation Included In Compensation And Benefits | EQUITY-BASED COMPENSATION INCLUDED IN COMPENSATION AND BENEFITS (Dollars in Thousands) For the Year ended December 31, 2019 2018 2017 Equity based compensation expense $ 744 $ 623 $ 732 Non equity-based compensation expense 25,228 24,762 21,795 Total compensation and benefits $ 25,972 $ 25,385 $ 22,527 |
Period Costs by Plan Name or Instrument | DETAIL OF EQUITY BASED COMPENSATION BY PLAN For the Year ended December 31, 2019 2018 2017 Restricted Stock or Units - 2006/2010 Plans $ 744 $ 623 $ 732 Total equity-based compensation expense $ 744 $ 623 $ 732 |
Restricted Stock and Restricted Stock Units Activity | RESTRICTED STOCK - SERVICE BASED VESTING Number of Shares of Restricted Stock Weighted Average Grant Date Fair Value Unvested at January 1, 2017 73,962 $ 8.10 Granted 68,752 13.20 Vested (65,782) 9.20 Unvested at December 31, 2017 76,932 12.38 Granted 73,685 10.45 Vested (57,138) 12.10 Unvested at December 31, 2018 93,479 11.03 Granted 36,875 8.00 Vested (56,639) 11.41 Unvested at December 31, 2019 73,715 $ $9.22 OPERATING LLC RESTRICTED UNITS - SERVICE BASED VESTING Number of Restricted Units Weighted Average Grant Date Fair Value Unvested at December 31, 2018 - - Granted 550,000 0.80 Vested - - Forfeited - - Unvested at December 31, 2019 550,000 $ 0.80 |
Stock Options, Activity | STOCK OPTIONS - SERVICE BASED VESTING Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Balance at January 1, 2018 319,286 $ 40.00 $ 7.00 0.9 Granted - - - Exercised - - - Forfeited (300,000) 40.00 7.00 Balance at December 31, 2018 19,286 40.00 7.00 0.1 Granted - - - Exercised - - - Forfeited - - - Expired (19,286) 40.00 7.00 Balance at December 31, 2019 - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Components of Income Tax Expense (Benefit) | INCOME TAX EXPENSE (Dollars in Thousands) For the Year Ended December 31, 2019 2018 2017 Current income tax expense (benefit) Federal income tax expense (benefit) $ (1) $ (29) $ 51 Foreign income tax expense (benefit) 156 26 17 State and local income tax expense (benefit) - - - 155 (3) 68 Deferred income tax expense (benefit) Federal income tax expense (benefit) (324) (722) (1,499) Foreign income tax expense (benefit) - - - State and local income tax expense (benefit) (354) (116) 220 (678) (838) (1,279) Total $ (523) $ (841) $ (1,211) |
Schedule of Income before Income Tax, Domestic and Foreign | INCOME (LOSS) BEFORE INCOME TAXES (Dollars in Thousands) For the Year Ended December 31, 2019 2018 2017 Domestic $ (4,400) $ (3,864) $ 974 Foreign 304 (964) 250 Total $ (4,096) $ (4,828) $ 1,224 |
Effective Income Tax Rate Reconciliation | INCOME TAX RATE RECONCILIATION (Dollars in Thousands) For the Year Ended December 31, 2019 2018 2017 Federal statutory rate $ (860) $ (1,014) $ 428 Pass thru impact 319 394 (131) Impact of statutory rate change on deferred items - 38,867 Impact of statutory rate change on valuation allowance - (40,139) Deferred tax valuation allowance 153 17 (315) State and local tax (291) (263) 62 Foreign tax 156 25 17 Total $ (523) $ (841) $ (1,211) |
Schedule of Deferred Tax Assets and Liabilities | DEFERRED TAX ASSET AND LIABILITY (Dollars in Thousands) As of December 31, 2019 As of December 31, 2018 Asset Liability Net Asset Liability Net Federal net operating loss carry-forward $ 21,508 $ - $ 21,508 $ 20,790 $ - $ 20,790 State net operating loss carry-forward 5,061 - 5,061 4,280 - 4,280 Federal capital loss carry-forward 47,027 - 47,027 44,125 - 44,125 Unrealized gain on debt - (7,911) (7,911) - (7,335) (7,335) Investment in Operating LLC 24,569 - 24,569 22,701 - 22,701 Other 2,525 - 2,525 2,738 - 2,738 Gross deferred tax asset / (liability) 100,690 (7,911) 92,779 94,634 (7,335) 87,299 Less: valuation allowance (94,118) - (94,118) (89,316) - (89,316) Net deferred tax asset / (liability) $ 6,572 $ (7,911) $ (1,339) $ 5,318 $ (7,335) $ (2,017) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income / (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) Disclosure [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) AND INCOME TAX EFFECT OF ITEMS ALLOCATED TO OTHER COMPREHENSIVE INCOME / (LOSS) (Dollars in Thousands) OCI Items Tax Effect Total December 31, 2016 $ (1,074) $ - $ (1,074) Change in foreign currency items 219 - 219 Other comprehensive income / (loss), net 219 - 219 Acquisition / (surrender) of additional units in consolidated subsidiary, net 5 - 5 December 31, 2017 (850) - (850) Change in foreign currency items (80) - (80) Other comprehensive income / (loss), net (80) - (80) Acquisition / (surrender) of additional units in consolidated subsidiary, net 22 - 22 December 31, 2018 (908) - (908) Change in foreign currency items (3) - (3) Other comprehensive income / (loss), net (3) - (3) Acquisition / (surrender) of additional units in consolidated subsidiary, net (4) - (4) December 31, 2019 $ (915) $ - $ (915) |
Net Capital Requirements (Table
Net Capital Requirements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Net Capital Requirements [Abstract] | |
Schedule Of Net Capital Requirements | Statutory Net Capital Requirements (Dollars in thousands) As of December 31, 2019 Actual Net Capital or Liquid Capital Amount Required Excess JVB $ 58,821 $ 565 $ 58,256 CCFEL 2,246 948 1,298 CCFL 543 182 361 Total $ 61,610 $ 1,695 $ 59,915 As of December 31, 2018 Actual Net Capital or Liquid Capital Amount Required Excess JVB $ 53,749 $ 250 $ 53,499 CCFL 1,291 893 398 Total $ 55,040 $ 1,143 $ 53,897 |
Earnings _ (Loss) Per Common _2
Earnings / (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings / (Loss) Per Common Share [Abstract] | |
Schedule Of Earnings / (Loss) Per Common Share | EARNINGS / (LOSS) PER COMMON SHARE (Dollars in Thousands, except share or per share information) Year Ended December 31, 2019 2018 2017 Net income / (loss) attributable to Cohen & Company Inc. $ (2,054) $ (2,463) $ 2,064 Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1) (1,231) (1,524) 371 Add back: interest expense on 2017 Convertible Note - - 1,154 Add / (deduct): Adjustment (2) 246 390 550 Net income / (loss) on a fully converted basis $ (3,039) $ (3,597) $ 4,139 Weighted average common shares outstanding - Basic 1,136,574 1,152,073 1,206,906 Unrestricted Operating LLC units of membership interests exchangeable into Cohen & Company Inc. shares (1) 544,599 532,409 532,409 Restricted Units or shares - - 13,858 Contingent shares on the 2017 Convertible Note - - 839,081 Weighted average common shares outstanding - Diluted 1,681,173 1,684,482 2,592,254 Net income / (loss) per common share - Basic $ (1.81) $ (2.14) $ 1.71 Net income / (loss) per common share - Diluted (3) $ (1.81) $ (2.14) $ 1.60 (1) The Operating LLC units of membership interests not held by Cohen & Company Inc. (that is, those held by the non-controlling interest) may be redeemed and exchanged into shares of the Company on a ten-for-one basis. The Operating LLC units of membership interests 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 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 Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Common Stock as a dividend or other distribution on the outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the 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 units of membership interests 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. Potentially diluted securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: |
Schedule Of Anti-Dilutive Securities | Year Ended December 31, 2019 2018 2017 2017 Convertible Note 1,034,483 1,034,483 - 2013 Convertible Notes 414,882 352,292 274,917 Restricted Common Stock 15,101 26,380 - Restricted Operating LLC units 3,752 - - 1,468,218 1,413,155 274,917 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies [Abstract] | |
Schedule Of Future Minimum Rental Payments For Operating Leases | FUTURE LEASE COMMITMENTS (Dollars in Thousands) Lease Less: Sublease Net Commitment 2020 $ 1,561 $ (208) $ 1,353 2021 1,101 (70) 1,031 2022 927 - 927 2023 950 - 950 2024 983 - 983 2025 and Thereafter 4,094 - 4,094 $ 9,616 $ (278) $ 9,338 |
Segment And Geographic Inform_2
Segment And Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment And Geographic Information [Abstract] | |
Schedule Of Segment Reporting Information | SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2019 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 38,172 $ - $ - $ 38,172 $ - $ 38,172 Asset management - 7,560 - 7,560 - 7,560 New issue and advisory 1,831 - - 1,831 - 1,831 Principal transactions and other income 1 530 1,572 2,103 - 2,103 Total revenues 40,004 8,090 1,572 49,666 - 49,666 Total operating expenses 30,832 7,261 399 38,492 7,133 45,625 Operating income / (loss) 9,172 829 1,173 11,174 (7,133) 4,041 Interest income (expense) (175) - - (175) (7,409) (7,584) Income / (loss) from equity method affiliates - - (553) (553) - (553) Income / (loss) before income taxes 8,997 829 620 10,446 (14,542) (4,096) Income tax expense / (benefit) - - - - (523) (523) Net income / (loss) 8,997 829 620 10,446 (14,019) (3,573) Less: Net income / (loss) attributable to the non-controlling interest - - - - (1,519) (1,519) Net income / (loss) attributable to Cohen & Company Inc. $ 8,997 $ 829 $ 620 $ 10,446 $ (12,500) $ (2,054) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 18 $ 3 $ - $ 21 $ 297 $ 318 SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2018 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 29,298 $ - $ - $ 29,298 $ - $ 29,298 Asset management - 12,536 - 12,536 - 12,536 New issue and advisory 2,979 - - 2,979 - 2,979 Principal transactions and other income 39 678 3,856 4,573 - 4,573 Total revenues 32,316 13,214 3,856 49,386 - 49,386 Total operating expenses 29,949 8,371 712 39,032 6,695 45,727 Operating income / (loss) 2,367 4,843 3,144 10,354 (6,695) 3,659 Interest income (expense) (236) - - (236) (8,251) (8,487) Income / (loss) from equity method affiliates - - - - - - Income / (loss) before income taxes 2,131 4,843 3,144 10,118 (14,946) (4,828) Income tax expense / (benefit) - - - - (841) (841) Net income / (loss) 2,131 4,843 3,144 10,118 (14,105) (3,987) Less: Net income / (loss) attributable to the non-controlling interest - - - - (1,524) (1,524) Net income / (loss) attributable to Cohen & Company Inc. $ 2,131 $ 4,843 $ 3,144 $ 10,118 $ (12,581) $ (2,463) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 48 $ 4 $ - $ 52 $ 209 $ 261 SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2017 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 26,909 $ - $ - $ 26,909 $ - $ 26,909 Asset management - 7,897 - 7,897 - 7,897 New issue and advisory 6,340 - - 6,340 - 6,340 Principal transactions and other income 5 5,619 772 6,396 - 6,396 Total revenues 33,254 13,516 772 47,542 - 47,542 Total operating expenses 27,324 4,929 383 32,636 7,504 40,140 Operating income / (loss) 5,930 8,587 389 14,906 (7,504) 7,402 Interest income (expense) - - - - (6,178) (6,178) Income / (loss) from equity method affiliates - - - - - - Income / (loss) before income taxes 5,930 8,587 389 14,906 (13,682) 1,224 Income tax expense / (benefit) - - - - (1,211) (1,211) Net income / (loss) 5,930 8,587 389 14,906 (12,471) 2,435 Less: Net income / (loss) attributable to the non-controlling interest - - - - 371 371 Net income / (loss) attributable to Cohen & Company Inc. $ 5,930 $ 8,587 $ 389 $ 14,906 $ (12,842) $ 2,064 Other statement of operations data Depreciation and amortization (included in total operating expense) $ 67 $ 4 $ - $ 71 $ 178 $ 249 (1) Unallocated includes certain expenses incurred by indirect overhead and support departments (such as the executive, finance, legal, information technology, human resources, risk, compliance and other similar overhead and support departments). Some of the items not allocated include: (1) operating expenses (such as cash compensation and benefits, equity-based compensation expense, professional fees, travel and entertainment, consulting fees, and rent) related to support departments excluding certain departments that directly support the Capital Markets business segment; (2) interest expense on debt; and (3) income taxes. Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the chief operating decision maker. |
Reconciliation Of Assets From Segment To Consolidated | Balance Sheet Data As of December 31, 2019 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 7,968,491 $ 1,616 $ 18,689 $ 7,988,796 $ 12,828 $ 8,001,624 Included within total assets: Investments in equity method affiliates $ - $ - $ 3,799 $ 3,799 $ - $ 3,799 Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 Balance Sheet Data As of December 31, 2018 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 8,094,984 $ 2,308 $ 13,768 $ 8,111,060 $ 4,569 $ 8,115,629 Included within total assets: Investments in equity method affiliates $ - $ - $ - $ - $ - $ - Goodwill (2) $ 7,937 $ 55 $ - $ 7,992 $ - $ 7,992 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 (1) Unallocated assets primarily include (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded in business segment reporting to the chief operating decision maker. (2) Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table from above. |
Revenue By Geographic Area | GEOGRAPHIC DATA (Dollars in Thousands) Year Ended December 31, 2019 2018 2017 Total Revenues: United States $ 43,772 $ 43,309 $ 38,863 United Kingdom & Other 5,894 6,077 8,679 Total $ 49,666 $ 49,386 $ 47,542 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule Of Related Party Transactions | Related Party Transactions (Dollars in Thousands) For the Years Ended December 31, 2019 2018 2017 Net trading TBBK $ 14 $ 43 $ 47 Asset management EuroDekania 236 235 - SPAC Funds 331 51 - U.S. Insurance JV 303 58 - $ 870 $ 344 $ - Principal transactions and other income EuroDekania 279 709 120 Fintech Acquisition Corp. II - 17 3 Fintech Acquisition Corp. III 10 1 - Insurance SPAC 95 - - SPAC Funds 30 (8) - U.S. Insurance JV 150 25 - $ 564 $ 744 $ 123 Income (loss) from equity method affiliates Insurance SPAC $ (553) $ - $ - Operating expense (income) Duane Morris 462 501 383 Fintech Masala, LLC (34) (10) - Mead Park Advisors - - 50 $ 428 $ 491 $ 433 Interest expense (income) CBF 912 470 71 DGC Trust 1,725 1,562 1,172 EBC 218 228 236 Edward E. Cohen IRA 398 417 431 JKD Investor 699 1,968 831 $ 3,952 $ 4,645 $ 2,741 |
Due From _ Due To Related Par_2
Due From / Due To Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Due From / Due To Related Parties [Abstract] | |
Schedule Of Due From / Due To Related Parties | DUE FROM/DUE TO RELATED PARTIES (Dollars in Thousands) As of December 31, 2019 2018 Employees & other $ 466 $ 793 Due from Related Parties $ 466 $ 793 |
Organization And Nature Of Op_2
Organization And Nature Of Operations (Narrative) (Details) $ / shares in Units, $ in Millions | Sep. 01, 2017$ / shares | Dec. 31, 2019USD ($)segment$ / shares | Dec. 31, 2018$ / shares |
Securities [Line Items] | |||
Reverse stock split | 10 | ||
Common Stock, pre split par value | $ / shares | $ 0.001 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | |
Assets under management | $ | $ 2,760 | ||
Number of Operating Segments | segment | 3 | ||
CDOs [Member] | |||
Securities [Line Items] | |||
Assets under management | $ | $ 2,200 | ||
Assets under management which are collateralized debt obligations percentage | 79.70% |
Basis Of Presentation (Narrativ
Basis Of Presentation (Narrative) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Increase In Reverse Repurchase Agreement And Repurchase Agreement Amounts [Member] | |
Reclassification adjustment | $ 2,461,177 |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 29, 2019 |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Tax benefit from Tax Cuts and Jobs Act | $ 1,359 | |||||
Estimated debt in fair value | $ 58,635 | $ 50,159 | ||||
Right of use asset | 7,155 | |||||
Lease commitment liability | 7,693 | |||||
Increase (decrease) in other receivables | $ 34,535 | $ 8,559 | $ (1,712) | |||
Accounting Standards Update 2016-02 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Right of use asset | $ 8,416 | |||||
Lease commitment liability | 8,860 | |||||
Reduction in retained earnings from cumulative effect of adoption | 20 | |||||
Increase (decrease) in other receivables | 18 | |||||
Reduction in other liabilities | $ 406 | |||||
COHN, LLC [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 71.25% | 67.60% | 32.22% | |||
Voting Interest, Percentage | 51.00% | |||||
Economic Interest, Percentage | 28.75% | |||||
CDOs [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Total revenue | $ 4,028 | |||||
Other Investment Funds [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Total revenue | $ 3,532 | |||||
Maximum [Member] | CDOs [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Incentive management fee, payout period | 7 years | |||||
Minimum [Member] | CDOs [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Incentive management fee, payout period | 5 years | |||||
Threshold Percentage For Control [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Voting Interest, Percentage | 50.00% | |||||
Economic Interest, Percentage | 50.00% | |||||
Furniture and Equipment [Member] | Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||
Furniture and Equipment [Member] | Minimum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Leasehold Improvements [Member] | Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 10 years | |||||
Leasehold Improvements [Member] | Minimum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Furniture, Equipment, and Leasehold Improvements, Net) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum [Member] | Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Other Business And Transactio_2
Other Business And Transactions (Narrative) (Details) $ / shares in Units, $ in Thousands | Dec. 30, 2019USD ($)$ / sharesshares | Mar. 22, 2019USD ($)$ / sharesshares | May 16, 2018USD ($) | Mar. 10, 2017USD ($) | Dec. 31, 2019USD ($)$ / sharesentityshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2015USD ($) | Dec. 29, 2019 | Sep. 01, 2017shares | Jan. 19, 2017$ / shares | Aug. 19, 2014USD ($) | ||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Assets | $ 8,001,624 | $ 8,115,629 | ||||||||||||
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||
Placement units exercisable period | 5 years | |||||||||||||
Common Stock, shares issued | shares | 1,193,624 | 1,204,196 | ||||||||||||
Common Stock, shares outstanding | shares | 1,193,624 | 1,204,196 | 1,262,584 | |||||||||||
Number of entities used for investment in private offering | entity | 2 | |||||||||||||
Investments Measured At NAV [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Net asset value | $ 2,891 | [1] | $ 4,050 | [2] | ||||||||||
CK Capital Partners B.V. [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 45.00% | |||||||||||||
Equity Method Investment, Quoted Market Value | $ 18 | |||||||||||||
CK Capital Partners B.V. [Member] | Daniel G. Cohen [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity Method Investment, Quoted Market Value | $ 17 | |||||||||||||
AOI [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 10.00% | |||||||||||||
Equity Method Investment, Quoted Market Value | $ 1 | |||||||||||||
Equity Method Investment, Aggregate Cost | 558 | |||||||||||||
U.S. Insurance JV [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Required investment percentage of total equity | 4.50% | |||||||||||||
Assets | 49,374 | $ 42,783 | ||||||||||||
U.S. Insurance JV [Member] | Maximum [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Net asset value | $ 3,000 | |||||||||||||
U.S. Insurance JV [Member] | Investor [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Net asset value | $ 63,000 | |||||||||||||
SPAC Funds [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Net asset value | $ 646 | |||||||||||||
Insurance SPAC [Member] | SPAC Warrant [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | |||||||||||||
Insurance SPAC [Member] | IPO [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Common Stock, par value | $ / shares | 0.0001 | |||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 10 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 150,700 | |||||||||||||
Option period | 45 days | |||||||||||||
Sale of Stock, Number Of Shares For Additional Purchase | shares | 1,965,000 | |||||||||||||
Common Stock, shares issued | shares | 20,653,333 | |||||||||||||
Common Stock, shares outstanding | shares | 20,653,333 | |||||||||||||
IMXI [Member] | Daniel G. Cohen And DGC Trust [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Net asset value | $ 7,779 | |||||||||||||
Insurance SPAC [Member] | IPO [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 15,065,000 | |||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Period Of Private Placement Share Not Exercisable | 18 months | |||||||||||||
Investment Owned, Balance, Shares | shares | 5,103,333 | |||||||||||||
Period Shares Held From Private Placement Will Not Be Transferable Or Salable | 30 days | |||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | Closing Price Tranche 1 [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 12 | |||||||||||||
Exception Percentage Of Total Shares That Can Be Transferable Or Salable | 20.00% | |||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | Closing Price Tranche 2 [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 13.50 | |||||||||||||
Exception Percentage Of Total Shares That Can Be Transferable Or Salable | 20.00% | |||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | Closing Price Tranche 3 [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 15 | |||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | Closing Price Tranche 4 [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 17 | |||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | Closing Price Tranche 1,2,3, And 4 [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Period Out Of Consecutive 30 Trading Days For Transferable Or Salable Price Tranches To Hit | 20 days | |||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | Private Placement [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 375,000 | |||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 10 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 3,750 | |||||||||||||
Period Of Private Placement Share Not Exercisable | 30 days | |||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | Investor [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Net asset value | $ 2,550 | |||||||||||||
COHN, LLC [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Membership Units Received Net Of Surrenders | shares | 410,820 | 247,120 | 398,741 | |||||||||||
COHN, LLC [Member] | IMXI [Member] | Daniel G. Cohen And DGC Trust [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Membership Units Received Net Of Surrenders | shares | 22,429,541 | |||||||||||||
Common Share Exchange Ratio | 10 | |||||||||||||
Convertible Amount Of Shares | shares | 2,242,954 | |||||||||||||
IMXI [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Share Price | $ / shares | $ 11.89 | $ 17 | $ 15 | |||||||||||
Schedule Of Other Investments Equity Security [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 662,361 | |||||||||||||
Sale of Stock, Number of Unrestricted Shares Issued in Transaction | shares | 134,317 | |||||||||||||
Sale of Stock, Number of Restricted Shares Issued in Transaction | shares | 528,044 | |||||||||||||
Schedule Of Other Investments Equity Security [Member] | Closing Price Tranche 1 [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale of Stock, Number of Restricted Shares Becoming Tradeable, Issued in Transaction | shares | 264,021 | |||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 15 | |||||||||||||
Period Out Of Consecutive 30 Trading Days For Transferable Or Salable Price Tranches To Hit | 20 days | |||||||||||||
Schedule Of Other Investments Equity Security [Member] | Closing Price Tranche 3 [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale of Stock, Number of Restricted Shares Becoming Tradeable, Issued in Transaction | shares | 264,023 | |||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 17 | |||||||||||||
Period Out Of Consecutive 30 Trading Days For Transferable Or Salable Price Tranches To Hit | 20 days | |||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Preferred Stock, shares issued | shares | 22,429,541 | |||||||||||||
Series F Preferred Stock [Member] | Daniel G. Cohen And DGC Trust [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Preferred Stock, shares issued | shares | 22,429,541 | |||||||||||||
Series F Preferred Stock [Member] | COHN, LLC [Member] | Daniel G. Cohen [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Common Stock, par value | $ / shares | $ 0.00001 | |||||||||||||
COHN, LLC [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 71.25% | 67.60% | 32.22% | |||||||||||
Voting Interest, Percentage | 51.00% | |||||||||||||
Economic Interest, Percentage | 28.75% | |||||||||||||
COHN, LLC [Member] | SPA [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 67.80% | |||||||||||||
European Operations [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 8,700 | |||||||||||||
Employment Agreement [Member] | Daniel G. Cohen [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Severance Costs | $ 3,000 | |||||||||||||
Second Extension [Member] | Daniel G. Cohen [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Severance Costs | $ 1,000 | |||||||||||||
Convertible 8.00%, Related Party Notes [Member] | COHN, LLC [Member] | Daniel G. Cohen And DGC Trust [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Principal amount of debt outstanding | $ 15,000 | |||||||||||||
Proceeds of convertible debt | $ 15,000 | |||||||||||||
2017 Convertible Note [Member] | Daniel G. Cohen [Member] | European Ops [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Termination fee | $ 600 | |||||||||||||
[1] | As a practical expedient, the Company uses NAV (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Funds. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Funds invest in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy. | |||||||||||||
[2] | As a practical expedient, the Company utilized NAV (or its equivalent) to measure the fair value of its investments in EuroDekania, the U.S. Insurance JV, and the SPAC Funds. EuroDekania sold its remaining investments in 2019. Prior to the sale of its remaining investments, EuroDekania invested 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 Funds invest in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy. |
Net Trading (Schedule Of Net Tr
Net Trading (Schedule Of Net Trading) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net Trading [Abstract] | |||
Net realized gains (losses) - trading inventory | $ 24,118 | $ 20,914 | $ 21,277 |
Net unrealized gains (losses) - trading inventory | (1,320) | 1,236 | 598 |
Net gains and losses | 22,798 | 22,150 | 21,875 |
Interest income-trading inventory | 6,921 | 5,040 | 2,071 |
Interest income - loans held for sale | 236 | ||
Interest income-receivables under resale agreements | 176,336 | 67,846 | 13,874 |
Interest income | 183,493 | 72,886 | 15,945 |
Interest expense-securities sold under agreements to repurchase | (164,851) | (63,707) | (10,234) |
Interest expense-Legacy Texas Credit Facility | (100) | ||
Interest expense-margin payable | (3,168) | (2,031) | (677) |
Interest expense | (168,119) | (65,738) | (10,911) |
Net Trading | $ 38,172 | $ 29,298 | $ 26,909 |
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 | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables from Brokers-Dealers and Clearing Agencies [Abstract] | ||
Deposits with clearing agencies | $ 250 | $ 250 |
Unsettled regular way trades, net | 12,170 | |
Receivable from clearing agencies | 83,712 | 129,562 |
Receivables from brokers, dealers, and clearing agencies | 96,132 | 129,812 |
Payables to Broker-Dealers and Clearing Agencies [Abstract] | ||
Unsettled regular way trades, net | 5,822 | |
Margin payable | 208,441 | 195,776 |
Due to clearing agent | 32,820 | |
Payables to brokers, dealers, and clearing agencies | $ 241,261 | $ 201,598 |
Other Receivables (Schedule Of
Other Receivables (Schedule Of Other Receivables) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Receivables [Abstract] | ||
Cash collateral due from counterparties | $ 41,172 | $ 6,216 |
Asset management fees receivable | 1,159 | 947 |
New issue and advisory fees receivable | 2,100 | |
Accrued interest and dividend receivable | 3,549 | 2,359 |
Revenue share receivable | 150 | 140 |
Other receivables | 595 | 310 |
Other receivables | $ 46,625 | $ 12,072 |
Financial Instruments (Schedule
Financial Instruments (Schedule Of Trading Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | $ 307,852 | $ 301,235 |
U.S. government agency MBS and CMOs [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 196,146 | 149,651 |
U.S. government agency debt securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 14,680 | 14,915 |
RMBS [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 15 | 21 |
U.S. Treasury securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 11,105 | 4,099 |
ABS [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 100 | 100 |
SBA loans [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 27,634 | 31,496 |
Corporate bonds and redeemable preferred stock [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 38,503 | 44,507 |
Foreign government bonds [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 844 | 117 |
Municipal bonds [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 13,737 | 47,433 |
Certificates of deposit [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 841 | 302 |
Derivatives [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 3,686 | 8,212 |
Equity securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | $ 561 | $ 382 |
Financial Instruments (Schedu_2
Financial Instruments (Schedule Of Trading Securities Sold, Not Yet Purchased) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | $ 77,947 | $ 120,122 |
U.S. government agency MBS [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 16 | |
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 | 16 | |
U.S. Treasury securities [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 16,827 | 70,010 |
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 | 58,083 | 43,957 |
Municipal bonds [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 20 | 20 |
Derivatives [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | $ 3,017 | $ 6,119 |
Financial Instruments (Schedu_3
Financial Instruments (Schedule Of Other Investments) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | $ 14,315 | $ 15,332 |
Other investments, Carrying Value | 14,864 | 13,768 |
Other investments, Unrealized Gain / (Loss) | 549 | (1,564) |
Equity securities [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 8,598 | 5,016 |
Other investments, Carrying Value | 9,352 | 6,650 |
Other investments, Unrealized Gain / (Loss) | 754 | 1,634 |
EuroDekania Management Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 4,489 | |
Other investments, Carrying Value | 1,533 | |
Other investments, Unrealized Gain / (Loss) | (2,956) | |
U.S. Insurance JV [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 2,048 | 1,900 |
Other investments, Carrying Value | 2,223 | 1,925 |
Other investments, Unrealized Gain / (Loss) | 175 | 25 |
SPAC Funds [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 646 | 600 |
Other investments, Carrying Value | 668 | 592 |
Other investments, Unrealized Gain / (Loss) | 22 | (8) |
Interests in securitizations [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 2,894 | 3,099 |
Other investments, Carrying Value | 2,522 | 2,730 |
Other investments, Unrealized Gain / (Loss) | (372) | (369) |
CDOs [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 189 | |
Other investments, Carrying Value | 26 | |
Other investments, Unrealized Gain / (Loss) | (163) | |
Residential Loans [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 129 | 39 |
Other investments, Carrying Value | 99 | 325 |
Other investments, Unrealized Gain / (Loss) | $ (30) | 286 |
Foreign currency forward contracts [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Carrying Value | (13) | |
Other investments, Unrealized Gain / (Loss) | $ (13) |
Fair Value Disclosures (Narrati
Fair Value Disclosures (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | $ 0 | |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | 0 | |
Fair value, option, changes in fair value, gains (losses) | 1,080,000 | 2,616,000 | $ (312,000) |
Fair Value, Transfers From Level 2 to 3, Amount | $ 0 | $ 0 |
Fair Value Disclosures (Schedul
Fair Value Disclosures (Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | $ 307,852 | $ 301,235 | ||
Other investments, measured using hierarchy | 11,973 | 9,718 | ||
Other investments, Carrying Value | 14,864 | 13,768 | ||
Trading securities sold, not yet purchased | 77,947 | 120,122 | ||
Quoted Prices In Active Markets (Level 1) [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 11,105 | 4,099 | ||
Other investments, measured using hierarchy | 2,009 | 5,762 | ||
Trading securities sold, not yet purchased | 16,827 | 70,010 | ||
Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 296,747 | 297,136 | ||
Other investments, measured using hierarchy | 7,442 | 1,200 | ||
Trading securities sold, not yet purchased | 61,120 | 50,112 | ||
Significant Unobservable Inputs (Level 3) [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments, measured using hierarchy | 2,522 | 2,756 | ||
Investments Measured At NAV [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments, at fair value | 2,891 | [1] | 4,050 | [2] |
U.S. government agency MBS and CMOs [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 196,146 | 149,651 | ||
Trading securities sold, not yet purchased | 16 | |||
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 | 196,146 | 149,651 | ||
U.S. government agency debt securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 14,680 | 14,915 | ||
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 | 14,680 | 14,915 | ||
U.S. government agency MBS [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities sold, not yet purchased | 16 | |||
U.S. government agency MBS [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities sold, not yet purchased | 16 | |||
RMBS [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 15 | 21 | ||
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 | 15 | 21 | ||
U.S. Treasury securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 11,105 | 4,099 | ||
Trading securities sold, not yet purchased | 16,827 | 70,010 | ||
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 | 11,105 | 4,099 | ||
Trading securities sold, not yet purchased | 16,827 | 70,010 | ||
ABS [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 100 | 100 | ||
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 | 100 | ||
SBA loans [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 27,634 | 31,496 | ||
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 | 27,634 | 31,496 | ||
Corporate bonds and redeemable preferred stock [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 38,503 | 44,507 | ||
Trading securities sold, not yet purchased | 58,083 | 43,957 | ||
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 | 38,503 | 44,507 | ||
Trading securities sold, not yet purchased | 58,083 | 43,957 | ||
Foreign government bonds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 844 | 117 | ||
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 | 844 | 117 | ||
Municipal bonds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 13,737 | 47,433 | ||
Trading securities sold, not yet purchased | 20 | 20 | ||
Municipal bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 13,737 | 47,433 | ||
Trading securities sold, not yet purchased | 20 | 20 | ||
Certificates of deposit [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 841 | 302 | ||
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 | 841 | 302 | ||
Derivatives [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 3,686 | 8,212 | ||
Trading securities sold, not yet purchased | 3,017 | 6,119 | ||
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 | 3,686 | 8,212 | ||
Trading securities sold, not yet purchased | 3,017 | 6,119 | ||
Equity securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total investments-trading | 561 | 382 | ||
Other investments, measured using hierarchy | 9,352 | 6,650 | ||
Equity securities [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 | 2,009 | 5,775 | ||
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 | 561 | 382 | ||
Other investments, measured using hierarchy | 7,343 | 875 | ||
Interests in securitizations [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments, measured using hierarchy | 2,522 | 2,730 | ||
Interests in securitizations [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 | 2,522 | 2,730 | ||
CDOs [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments, measured using hierarchy | 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 | |||
Residential Loans [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments, measured using hierarchy | 99 | 325 | ||
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 | $ 99 | 325 | ||
Foreign currency forward contracts [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments, measured using hierarchy | (13) | |||
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 | $ (13) | |||
[1] | As a practical expedient, the Company uses NAV (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Funds. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Funds invest in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy. | |||
[2] | As a practical expedient, the Company utilized NAV (or its equivalent) to measure the fair value of its investments in EuroDekania, the U.S. Insurance JV, and the SPAC Funds. EuroDekania sold its remaining investments in 2019. Prior to the sale of its remaining investments, EuroDekania invested 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 Funds invest in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy. |
Fair Value Disclosures (Sched_2
Fair Value Disclosures (Schedule Of Assets And Liabilities Measured With Level 3 Inputs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Level 3 inputs, Beginning balance | $ 2,756 | $ 6,577 | |
Net trading | (200) | ||
Transactions included in income - Gains and Losses | [1] | (123) | (218) |
Accretion of income | [1] | 414 | 1,365 |
Purchases | 9,851 | ||
Sales and returns of capital | (525) | (15,019) | |
Level 3 inputs, Ending balance | 2,522 | 2,756 | |
Change in unrealized gains /(losses) | [2] | $ (4) | $ (683) |
[1] | Gains and losses on 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 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] - Interests in securitizations [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | $ 2,522 | $ 2,730 |
Yield [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 16.90% | 18.10% |
Yield [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 19.20% | 21.60% |
Yield [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 17.90% | 20.00% |
Duration [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Term | 5 years 3 months 18 days | 6 years 3 months 18 days |
Duration [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Term | 6 years 6 months | 7 years 6 months |
Duration [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Term | 5 years 9 months 18 days | 6 years 10 months 24 days |
Default Rate [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2.00% | 2.00% |
Default Rate [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2.00% | 2.00% |
Default Rate [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2.00% | 2.00% |
Fair Value Disclosures (Fair Va
Fair Value Disclosures (Fair Value, Investments, Entities That Calculate Net Asset Value Per Share) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Investment Vehicles [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Other investments, at fair value | $ 2,891 | $ 4,050 | |
EuroDekania Management Limited [Member] | Other Investment Vehicles [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Other investments, at fair value | [1] | 1,533 | |
U.S. Insurance JV [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Unfunded commitments | [2] | 817 | 1,100 |
U.S. Insurance JV [Member] | Other Investment Vehicles [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Other investments, at fair value | [2] | 2,223 | 1,925 |
SPAC Funds [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Other investments, at fair value | 646 | ||
SPAC Funds [Member] | Other Investment Vehicles [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Other investments, at fair value | [3] | $ 668 | $ 592 |
[1] | EuroDekania sold its remaining investments in 2019. Prior to that sale, EuroDekania owned investments in hybrid capital securities that had 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 were denominated in Euros and U.K. Pounds | ||
[2] | The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. | ||
[3] | The SPAC Funds invest in equity interests of SPACs. |
Derivative Financial Instrume_3
Derivative Financial Instruments (Narrative) (Details) € in Thousands | Dec. 31, 2019EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) |
TBAs [Member] | ||||
Derivative [Line Items] | ||||
Forward purchase commitment | $ 1,773,000,000 | $ 1,025,850,000 | ||
Forward sale commitment | 1,874,194,000 | 1,069,608,000 | ||
Foreign currency forward contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | € | € 0 | € 1,250 | ||
EuroDollar futures contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 0 | 0 | ||
Other Extended Settlement Trades [Member] | ||||
Derivative [Line Items] | ||||
Forward purchase commitment | $ 1,526,000 | $ 15,925,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Balance Sheet Information) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | $ 669 | $ 2,080 |
Investments-trading [Member] | TBAs [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | 3,686 | 8,142 |
Investments-trading [Member] | Other Extended Settlement Trades [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | 70 | |
Other Investment At Fair Value [Member] | Foreign currency forward contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | (13) | |
Trading securities sold, not yet purchased [Member] | TBAs [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | $ (3,017) | (6,116) |
Trading securities sold, not yet purchased [Member] | Other Extended Settlement Trades [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | $ (3) |
Derivative Financial Instrume_5
Derivative Financial Instruments (Statement Of Operations Information) (Details) - Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | $ 6,526 | $ 6,200 | $ 6,523 |
Revenues - principal transactions and other income [Member] | Foreign currency forward contracts [Member] | |||
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | 51 | 87 | (145) |
Revenues - principal transactions and other income [Member] | Other Extended Settlement Trades [Member] | |||
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | (251) | ||
Revenues - net trading [Member] | Other Extended Settlement Trades [Member] | |||
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | (70) | 60 | 10 |
Revenues - net trading [Member] | TBAs [Member] | |||
Derivative [Line Items] | |||
Derivative financial instruments, net gain (loss) recognized | $ 6,545 | $ 6,053 | $ 6,909 |
Collateralized Securities Tra_3
Collateralized Securities Transactions (Narrative) (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($)entity | Dec. 31, 2018USD ($)entity | Dec. 31, 2017USD ($) | Oct. 19, 2018USD ($) | Apr. 25, 2018USD ($) | |
Concentration Risk [Line Items] | |||||
Securities reverse repurchase agreements | $ 7,500,002 | $ 7,632,230 | |||
Fair value of securities received as collateral under reverse repurchase agreements | 7,769,693 | 7,905,823 | |||
Securities sold under agreements to repurchase | 7,534,443 | 7,671,764 | |||
Fair value of securities pledged as collateral under repurchase agreements | $ 7,561,978 | 7,694,018 | |||
Intraday lending facility, commitment amount | $ 75,000 | ||||
Intraday lending facility, renewal period | 364 days | ||||
Intraday lending facility, annual interest rate | 0.12% | ||||
Revenues | $ 49,666 | $ 49,386 | $ 47,542 | ||
Gestational Repo Business [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of counterparties related to reverse repurchase agreements | entity | 7 | 6 | |||
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% | ||||
BONY [Member] | |||||
Concentration Risk [Line Items] | |||||
Intraday lending facility, advancement amount | $ 32,818 | ||||
BONY [Member] | Minimum [Member] | |||||
Concentration Risk [Line Items] | |||||
Intraday lending facility, commitment amount | 2 | ||||
BONY [Member] | Maximum [Member] | |||||
Concentration Risk [Line Items] | |||||
Intraday lending facility, commitment amount | 32,820 | ||||
BONY [Member] | Gestational Repo Business [Member] | |||||
Concentration Risk [Line Items] | |||||
Line of credit, borrowing capacity | $ 25,000 | ||||
FICC [Member] | |||||
Concentration Risk [Line Items] | |||||
Securities reverse repurchase agreements | 371,025 | $ 2,461,177 | |||
Securities sold under agreements to repurchase | 5,138,712 | 6,923,912 | |||
Product Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Revenues | $ 12,011 | $ 4,624 | $ 3,789 |
Collateralized Securities Tra_4
Collateralized Securities Transactions (Schedule Of Repurchase Agreements Accounted For As Secured Borrowings) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | $ 7,534,443 | $ 7,671,764 |
Reverse Repurchase Agreements | 7,500,002 | 7,632,230 |
Repurchase Agreements [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 7,534,443 | 7,671,764 |
Repurchase Agreements [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 5,145,495 | 7,032,909 |
Repurchase Agreements [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 2,288,545 | 537,937 |
Repurchase Agreements [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 100,403 | 100,918 |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 6,664,321 | 7,265,295 |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 5,117,811 | 7,014,758 |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 1,546,510 | 250,537 |
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 842,438 | 388,318 |
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 742,035 | 287,400 |
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 100,403 | 100,918 |
Repurchase Agreements [Member] | SBA loans [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 27,684 | 18,151 |
Repurchase Agreements [Member] | SBA loans [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 27,684 | 18,151 |
Reverse Repurchase Agreements [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 7,500,002 | 7,632,230 |
Reverse Repurchase Agreements [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 1,231,027 | 10,864 |
Reverse Repurchase Agreements [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 3,272,880 | 5,764,456 |
Reverse Repurchase Agreements [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 2,421,037 | 699,561 |
Reverse Repurchase Agreements [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 575,058 | 1,157,349 |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 6,650,352 | 7,244,095 |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 1,231,027 | 10,864 |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 2,525,188 | 5,477,247 |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 2,319,079 | 598,635 |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 575,058 | 1,157,349 |
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 849,650 | 388,135 |
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 747,692 | 287,209 |
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | $ 101,958 | $ 100,926 |
Investments in Equity Method _3
Investments in Equity Method Affiliates (Schedule Of Investments In Equity Method Affiliates) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Begining Balance | |
Investments / advances | 4,352 |
Distributions/repayments | |
Earnings / (loss) realized | (553) |
Ending Balance | 3,799 |
Insurance SPAC [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Begining Balance | |
Investments / advances | 3,775 |
Distributions/repayments | |
Earnings / (loss) realized | (553) |
Ending Balance | 3,222 |
AOI [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Begining Balance | |
Investments / advances | 559 |
Distributions/repayments | |
Earnings / (loss) realized | |
Ending Balance | 559 |
CK Capital Partners B.V. [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Begining Balance | |
Investments / advances | 18 |
Distributions/repayments | |
Earnings / (loss) realized | |
Ending Balance | $ 18 |
Investments in Equity Method _4
Investments in Equity Method Affiliates (Summarized Data Of Equity Method Investees) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Total Assets | $ 3,799,000 | ||
Equity Method Investees [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total Assets | 229,870,000 | $ 64,497,000 | |
Liabilities | 7,289,000 | 478,000 | |
Equity attributable to the investees | 222,581,000 | 64,002,000 | |
Non-controlling interest | 17,000 | ||
Liabilities & Equity | 229,870,000 | 64,497,000 | |
Net income / (loss) | 6,009,000 | 4,189,000 | $ (238,000) |
Net income / (loss) attributable to the investees | $ 6,005,000 | $ 4,176,000 | $ (237,000) |
Goodwill (Narrative) (Details)
Goodwill (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
AFN [Member] | |||
Goodwill [Line Items] | |||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 |
JVB Holdings [Member] | |||
Goodwill [Line Items] | |||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 |
Goodwill (Schedule Of Goodwill)
Goodwill (Schedule Of Goodwill) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill [Line Items] | ||
Goodwill | $ 7,992 | $ 7,992 |
AFN [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 110 | 110 |
JVB Holdings [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 7,882 | $ 7,882 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted average remaining term | 8 years 3 months 18 days |
Weighted average discount rate | 5.31% |
Leases (Schedule Of Future Matu
Leases (Schedule Of Future Maturity Of Lease Liabilities) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 1,564 |
2021 | 1,108 |
2022 | 933 |
2023 | 950 |
2024 | 983 |
Thereafter | 4,094 |
Total | 9,632 |
Less imputed interest | (1,939) |
Lease obligation | $ 7,693 |
Other Assets (Schedule Of Other
Other Assets (Schedule Of Other Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Assets [Abstract] | ||
Deferred costs | $ 301 | $ 571 |
Prepaid expenses | 796 | 1,009 |
Prepaid income taxes | 0 | 40 |
Deposits | 656 | 669 |
Miscellaneous other assets | 275 | 33 |
Loan held for sale | 5,323 | |
Furniture, equipment and leasehold improvements, net | 916 | 1,133 |
Intangible assets | 166 | 166 |
Other assets | $ 8,433 | $ 3,621 |
Furniture, Equipment, And Lea_3
Furniture, Equipment, And Leasehold Improvements, Net (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Furniture, Equipment, And Leasehold Improvements, Net [Abstract] | |||
Write-off of depreciated assets | $ 825 | ||
Depreciation and amortization | $ 318 | $ 261 | $ 249 |
Furniture, Equipment, And Lea_4
Furniture, Equipment, And Leasehold Improvements, Net (Schedule Of Furniture, Equipment, And Leasehold Improvements) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (981) | $ (1,487) |
Furniture, equipment, and leasehold improvements, net | 916 | 1,133 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, Equipment, and Leasehold Improvements, Gross | 1,042 | 1,726 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, Equipment, and Leasehold Improvements, Gross | $ 855 | $ 894 |
Minimum [Member] | Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Maximum [Member] | Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Maximum [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years |
Accounts Payable And Other Li_3
Accounts Payable And Other Liabilities (Schedule Of Accounts Payable And Other Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Payable And Other Liabilities [Abstract] | ||
Accounts payable | $ 362 | $ 359 |
Redeemable financial instruments accrued interest | 403 | 714 |
Straight line rent payable | 405 | |
Accrued interest payable | 711 | 674 |
Accrued interest on securities sold, not yet purchased | 914 | 1,184 |
Payroll taxes payable | 729 | 721 |
Counterparty cash collateral | 9,524 | 4,227 |
Accrued expense and other liabilities | 7,652 | 3,168 |
Accounts payable and other liabilities | $ 20,295 | $ 11,452 |
Variable Interest Entities (Nar
Variable Interest Entities (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)entity | Dec. 31, 2018USD ($) | ||
Variable Interest Entity [Line Items] | |||
VIE liabilities, contingent liabilities, and guarantees | $ 0 | $ 0 | |
Number of VIE's that hold junior subordinated notes. | entity | 2 | ||
U.S. Insurance JV [Member] | |||
Variable Interest Entity [Line Items] | |||
Unfunded commitments | [1] | $ 817,000 | $ 1,100,000 |
[1] | The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. |
Variable Interest Entities (Sch
Variable Interest Entities (Schedule Of Variable Interest Entities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | |||
Other investments, fair value | $ 2,522 | $ 2,756 | $ 6,577 |
Maximum exposure | 5,413 | 5,273 | |
Alternative Investments [Member] | |||
Variable Interest Entity [Line Items] | |||
Other investments, fair value | $ 5,413 | $ 5,273 |
Redeemable Financial Instrume_3
Redeemable Financial Instruments (Narrative) (Details) - USD ($) | Jan. 09, 2019 | Nov. 16, 2018 | Jan. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 31, 2019 | Oct. 03, 2016 |
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | $ 16,983,000 | $ 16,983,000 | $ 17,448,000 | |||||||||||
Due from related parties | 466,000 | $ 466,000 | 793,000 | |||||||||||
Investment agreement, written notice period for termination | 90 days | |||||||||||||
Investment agreement, alternative period of required prior written notice contingency | 60 days | |||||||||||||
Proceeds from redeemable financial instrument | $ 1,268,000 | 500,000 | $ 11,000,000 | |||||||||||
JKD Capital Partners I, LTD [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | $ 1,000,000 | 7,957,000 | $ 7,957,000 | $ 6,732,000 | $ 1,268,000 | |||||||||
Due to investors, annual return on investment | 42.00% | 50.00% | ||||||||||||
Redeemable financial instruments, maximum | $ 12,000,000 | |||||||||||||
Proceeds from redeemable financial instrument | $ 1,268,000 | $ 1,000,000 | $ 6,000,000 | $ 6,000,000 | ||||||||||
Potential percent of consideration owed to investor on qualified sale | 25.00% | |||||||||||||
DGC Family Fintech Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | 8,500,000 | $ 8,000,000 | $ 8,500,000 | $ 10,000,000 | ||||||||||
Investment agreement, due to investors | 6,500,000 | 6,500,000 | ||||||||||||
One-time payment for amended agreement | 1,500,000 | |||||||||||||
DGC Family Fintech Trust [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | $ 2,000,000 | $ 2,000,000 | $ 10,000,000 | |||||||||||
JVB's [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | $ 2,750,000 | |||||||||||||
Hancock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | 500,000 | |||||||||||||
New Avenue [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | 250,000 | |||||||||||||
COHN, LLC [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | 500,000 | |||||||||||||
Investment Agreement Amendment [Member] | DGC Family Fintech Trust/CBF [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to investors, annual return on investment | 3.75% | |||||||||||||
Due to investors, additional return on investment | 11.47% | |||||||||||||
Investment terms, additional return on investment on revenue of business in excess of specified amount | 7.65% | |||||||||||||
Investment Agreement Amendment [Member] | DGC Family Fintech Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to investors, annual return on investment | 3.75% | |||||||||||||
Due to investors, additional return on investment | 3.53% | |||||||||||||
Investment terms, additional return on investment on revenue of business in excess of specified amount | 2.35% | |||||||||||||
Investment Agreement [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to investors, annual return on investment | 3.75% | |||||||||||||
Due to investors, additional return on investment | 11.47% | |||||||||||||
Investment Agreement Tranche 2 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment agreement, due to investors | $ 612,000 | |||||||||||||
Investment Agreement Tranche 2 [Member] | DGC Family Fintech Trust [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment agreement, due to investors | $ 188,000 | |||||||||||||
Investment Agreement Tranche 3 [Member] | DGC Family Fintech Trust [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to investors, annual return on investment | 2.35% | |||||||||||||
Investment Agreement, For Any Annual Period Following Specified Date [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, range on revenue of business for annual return on investment | 7.65% | 7.65% | ||||||||||||
Investment Agreement, For Any Annual Period Following Specified Date [Member] | DGC Family Fintech Trust/CBF [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, range on revenue of business for annual return on investment | 15.29% | |||||||||||||
Investment Agreement, For Any Annual Period Following Specified Date [Member] | DGC Family Fintech Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
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 | 4.71% | |||||||||||||
ViaNova Investment [Member] | COHN, LLC [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue threshold | $ 693,000 | |||||||||||||
Maximum [Member] | Investment Agreement Amendment [Member] | DGC Family Fintech Trust/CBF [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 11,777,000 | |||||||||||||
Maximum [Member] | Investment Agreement Amendment [Member] | DGC Family Fintech Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 11,177,000 | |||||||||||||
Maximum [Member] | Investment Agreement Tranche 1 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 5,333,000 | |||||||||||||
Maximum [Member] | Investment Agreement Tranche 1 [Member] | DGC Family Fintech Trust [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 5,333,000 | |||||||||||||
Maximum [Member] | Investment Agreement Tranche 2 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 8,000,000 | |||||||||||||
Maximum [Member] | Investment Agreement Tranche 2 [Member] | DGC Family Fintech Trust [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 8,000,000 | |||||||||||||
Minimum [Member] | Investment Agreement Amendment [Member] | DGC Family Fintech Trust/CBF [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 0 | |||||||||||||
Minimum [Member] | Investment Agreement Amendment [Member] | DGC Family Fintech Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, range on investment amount for annual return on investment | 0.00% | |||||||||||||
Minimum [Member] | Investment Agreement Tranche 1 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 0 | |||||||||||||
Minimum [Member] | Investment Agreement Tranche 1 [Member] | DGC Family Fintech Trust [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, range on revenue of business for annual return on investment | 0.00% | |||||||||||||
Minimum [Member] | Investment Agreement Tranche 2 [Member] | DGC Family Fintech Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 5,333,000 | |||||||||||||
Minimum [Member] | Investment Agreement Tranche 2 [Member] | DGC Family Fintech Trust [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 5,333,000 | |||||||||||||
Minimum [Member] | Investment Agreement Tranche 3 [Member] | DGC Family Fintech Trust [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, range on investment amount for annual return on investment | 8000.00% | |||||||||||||
Minimum [Member] | Investment Agreement, For Any Annual Period Following Specified Date [Member] | DGC Family Fintech Trust/CBF [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 0 | |||||||||||||
Investment terms, range on investment amount for annual return on investment | 20.00% | |||||||||||||
Minimum [Member] | Investment Agreement, For Any Annual Period Following Specified Date [Member] | DGC Family Fintech Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 0 |
Redeemable Financial Instrume_4
Redeemable Financial Instruments (Schedule Of Redeemable Financial Instruments) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2017 |
Related Party Transaction [Line Items] | |||||
Outstanding balance | $ 16,983 | $ 17,448 | |||
JKD Capital Partners I, LTD [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance | 7,957 | $ 1,268 | 6,732 | $ 1,000 | |
DGC Family Fintech Trust/CBF [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance | 8,500 | $ 8,000 | 10,000 | ||
Via Nova Capital Group, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance | $ 526 | $ 716 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Sep. 25, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 29, 2019 | |
Debt Instrument [Line Items] | ||||||
Common Stock, Shares, Issued | 1,193,624 | 1,204,196 | ||||
Interest expense, deferred financing cost | $ 509,000 | $ 552,000 | $ 332,000 | |||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 1.50% | |||||
Junior subordinated debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 49,614,000 | 49,614,000 | ||||
Fair value of common securities | 0 | |||||
Ownership value of common stock of trusts | 1,489,000 | |||||
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] | 5.94% | ||||
Maturity | [1] | Jul. 30, 2037 | ||||
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 | |||
Stated interest rate | [1],[2] | 6.11% | ||||
Maturity | [1] | Mar. 30, 2035 | ||||
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | Contingent Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | [3] | $ 15,000,000 | 15,000,000 | |||
Debt Issuance Costs, Gross | $ 1,400,000 | |||||
Stated interest rate | [2],[3] | 8.00% | ||||
Maturity | [3] | Mar. 31, 2022 | ||||
8.00% Contingent Convertible Senior Notes Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Dividend Threshold for Interest to be Payable In-Kind | $ 0.20 | |||||
8.00% Contingent Convertible Senior Notes Due 2020 [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, in event of default | 9.00% | |||||
8.00% Contingent Convertible Senior Notes Due 2020 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 12.00% | |||||
Interest rate, in event of default | 13.00% | |||||
8.00% Contingent Convertible Senior Notes Due 2020 [Member] | Contingent Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | [4] | $ 6,786,000 | ||||
Debt Issuance Costs, Gross | $ 670,000 | |||||
Stated interest rate | [2],[4] | 8.00% | ||||
Maturity | [4] | Sep. 25, 2019 | ||||
2017 Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per unit | $ 1.45 | |||||
Redeemable noncontrolling interest, membership units not held, share ratio | $ 14.50 | |||||
2017 Convertible Note [Member] | Daniel G. Cohen [Member] | European Ops [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Termination fee | $ 600,000 | |||||
2013 Convertibe Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 8,248,000 | |||||
Stated interest rate | 8.00% | |||||
Conversion price per unit | $ 30 | |||||
Debt instrument, convertible percentage of outstanding common stock | 19.99% | |||||
Payment of convertible debt | $ 1,461,000 | |||||
2013 Convertibe Notes [Member] | Edward E. Cohen IRA [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Common Stock, Shares, Issued | 379,785 | |||||
2013 Convertibe Notes [Member] | EBC Family Trust [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Common Stock, Shares, Issued | 207,834 | |||||
2013 Convertible Notes Amended [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per unit | $ 12 | |||||
MB Financial Bank, N.A. [Member] | Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Issuance Costs, Gross | $ 525,000 | |||||
FT Financial Bank, N.A. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate borrowing capacity | $ 7,500,000 | |||||
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 | |||||
FT Financial Bank, N.A. [Member] | JVB's [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 25,000,000 | |||||
Commitment fee amount | $ 250,000 | |||||
FT Financial Bank, N.A. [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 6.00% | |||||
FT Financial Bank, N.A. [Member] | Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | Apr. 10, 2021 | |||||
Legacy Texas [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate borrowing capacity | $ 12,500,000 | |||||
Undrawn commitment fee percentage | 0.25% | |||||
Commitment fee threshold | 50.00% | |||||
Legacy Texas [Member] | Via Nova Capital Group, LLC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Financial covenant, tangible net worth minimum | $ 3,000,000 | |||||
Financial covenant, excess net capital minimum | $ 1,500,000 | |||||
Financial covenant, total amount drawn maximum percentage of tangible net worth | 15.00% | |||||
Legacy Texas [Member] | Via Nova Capital Group, LLC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of commitment amount deposit | 2.00% | |||||
Legacy Texas [Member] | LIBOR (with a floor of 1.50%) [Member] | Residential Transition Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 4.00% | |||||
Legacy Texas [Member] | LIBOR (with a floor of 1.50%) [Member] | Aged Residential Transition Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 5.00% | |||||
Legacy Texas [Member] | Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | $ 4,777,000 | |||||
Maturity | Apr. 10, 2020 | |||||
2019 FT Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate borrowing capacity | $ 17,500,000 | |||||
Commitment fee amount | $ 131,000 | |||||
Undrawn commitment fee percentage | 0.75% | |||||
Financial covenant, tangible net worth minimum | $ 80,000,000 | |||||
Financial covenant, excess net capital minimum | $ 40,000,000 | |||||
Financial covenant, total amount drawn maximum percentage of tangible net worth | 22.00% | |||||
[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 the common stock. The Company carries the common stock on its balance sheet at a value of $0. The junior subordinated notes are recorded at a discount to par. When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31, 2019 on a combined basis was 15.04% assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity. | |||||
[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 at any time prior to maturity into units of membership interests of the Operating LLC at a conversion price of $1.45 per unit, subject to customary anti-dilution adjustments. Units of membership interests of the Operating LLC not held by Cohen & Company Inc. may, with certain restrictions, be redeemed and exchanged into shares of the Cohen & Company Inc. common stock, par value $0.01 per share (“Common Stock”) on a ten-for-one basis. Therefore, the 2017 Convertible Note can be converted into Operating LLC units of membership interests and then redeemed and exchanged into Common Stock at an effective conversion price of $14.50. | |||||
[4] | On September 25, 2019, the Company amended and restated the previously outstanding 2013 Convertible Notes, which were scheduled to mature on September 25, 2019. The material terms and conditions of the 2013 Convertible Notes remained substantially the same, except that (i) the maturity date thereof changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature in the 2013 Convertible Notes was removed; (iii) the interest rate thereunder changed from 8% per annum (9% in the event of certain events of default) to 12% per annum (13% in the event of certain events of default); and (iv) the restrictions regarding the prepayment were removed. The post amendment notes are referred to herein as the "2019 Senior Notes" and the pre-amendment notes are referred to herein as the "2013 Convertible Notes." |
Debt (Debt Outstanding) (Detail
Debt (Debt Outstanding) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Debt Instrument [Line Items] | |||
Long term debt less debt discount | $ 48,861,000 | $ 43,536,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Non-convertible And Contingent Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Less unamortized debt issuance costs | $ (703,000) | $ (974,000) | |
Long term debt less debt discount | 14,297,000 | 20,812,000 | |
Junior subordinated debt [Member] | |||
Debt Instrument [Line Items] | |||
Current Outstanding Par | 49,614,000 | 49,614,000 | |
Less unamortized discount | [1] | (25,124,000) | (25,401,000) |
Long term debt less debt discount | [1] | 23,001,000 | 22,724,000 |
Ownership value of common stock of trusts | 1,489,000 | ||
Fair value of common securities | $ 0 | ||
Yield to maturities | 15.04% | ||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | Non-convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [2] | $ 6,786,000 | |
Interest Rate | [2],[3] | 12.00% | |
Maturity | [2] | Sep. 25, 2020 | |
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | Contingent Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [4] | $ 15,000,000 | 15,000,000 |
Interest Rate | [3],[4] | 8.00% | |
Maturity | [4] | Mar. 31, 2022 | |
8.00% Contingent Convertible Senior Notes Due 2020 [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest rate, in event of default | 9.00% | ||
8.00% Contingent Convertible Senior Notes Due 2020 [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 12.00% | ||
Debt Instrument, Interest rate, in event of default | 13.00% | ||
8.00% Contingent Convertible Senior Notes Due 2020 [Member] | Contingent Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [2] | 6,786,000 | |
Interest Rate | [2],[3] | 8.00% | |
Maturity | [2] | Sep. 25, 2019 | |
2017 Convertible Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $ 1.45 | ||
Redeemable noncontrolling interest, membership units not held, share ratio | $ 14.50 | ||
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],[3] | 5.94% | |
Maturity | [1] | Jul. 30, 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],[3] | 6.11% | |
Maturity | [1] | Mar. 30, 2035 | |
FT Financial Bank, N.A. [Member] | Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maturity | Apr. 10, 2021 | ||
Legacy Texas [Member] | Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 4,777,000 | ||
Maturity | Apr. 10, 2020 | ||
[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 the common stock. The Company carries the common stock on its balance sheet at a value of $0. The junior subordinated notes are recorded at a discount to par. When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31, 2019 on a combined basis was 15.04% assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity. | ||
[2] | On September 25, 2019, the Company amended and restated the previously outstanding 2013 Convertible Notes, which were scheduled to mature on September 25, 2019. The material terms and conditions of the 2013 Convertible Notes remained substantially the same, except that (i) the maturity date thereof changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature in the 2013 Convertible Notes was removed; (iii) the interest rate thereunder changed from 8% per annum (9% in the event of certain events of default) to 12% per annum (13% in the event of certain events of default); and (iv) the restrictions regarding the prepayment were removed. The post amendment notes are referred to herein as the "2019 Senior Notes" and the pre-amendment notes are referred to herein as the "2013 Convertible Notes." | ||
[3] | Represents the interest rate in effect as of the last day of the reporting period. | ||
[4] | The holder of the 2017 Convertible Note may convert all or any part of the outstanding principal amount at any time prior to maturity into units of membership interests of the Operating LLC at a conversion price of $1.45 per unit, subject to customary anti-dilution adjustments. Units of membership interests of the Operating LLC not held by Cohen & Company Inc. may, with certain restrictions, be redeemed and exchanged into shares of the Cohen & Company Inc. common stock, par value $0.01 per share (“Common Stock”) on a ten-for-one basis. Therefore, the 2017 Convertible Note can be converted into Operating LLC units of membership interests and then redeemed and exchanged into Common Stock at an effective conversion price of $14.50. |
Debt (Schedule Of Interest Expe
Debt (Schedule Of Interest Expense By Debt Instrument) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Interest expense, net | $ 7,584 | $ 8,487 | $ 6,178 |
Junior subordinated notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense, net | 3,457 | 3,499 | 3,293 |
2013 Convertibe Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense, net | 615 | 752 | 811 |
2017 Convertible Note [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense, net | 1,472 | 1,445 | 1,154 |
2018 MB LOC/2019 MB Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense, net | 365 | 270 | |
Redeemable Financial Instrument - DGC Family Fintech Trust / CBF [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense, net | 1,166 | 587 | 89 |
Redeemable Financial Instrument - JKD Capital Partners I LTD [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense, net | 699 | 1,968 | $ 831 |
Redeemable Financial Instrument - ViaNova Capital Group, LLC [Member] | |||
Debt Instrument [Line Items] | |||
Interest adjustment | $ (190) | $ (34) |
Equity (Common Stock) (Details)
Equity (Common Stock) (Details) $ / shares in Units, $ in Thousands | Sep. 01, 2017USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Equity [Abstract] | |||
Reverse stock split | 10 | ||
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 | |
Common Stock, pre split par value | $ / shares | $ 0.001 | ||
Fractional shares issued | 0 | ||
Cash payment in lieu of shares | $ | $ 4 | ||
Common Stock, shares outstanding | 1,262,584 | 1,193,624 | 1,204,196 |
Unvested restricted stock issued | 81,098 |
Equity (Other Narrative) (Detai
Equity (Other Narrative) (Details) $ / shares in Units, $ in Thousands | Nov. 07, 2019USD ($)$ / sharesshares | Oct. 21, 2019USD ($)$ / sharesshares | Aug. 29, 2018USD ($)$ / sharesshares | Dec. 18, 2017USD ($)$ / sharesshares | Sep. 01, 2017$ / sharesshares | May 25, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 30, 2019$ / shares | Mar. 19, 2019USD ($) | Jan. 19, 2017$ / shares | Dec. 31, 2016shares |
Permanent Equity [Line Items] | ||||||||||||||
Reverse stock split | 10 | |||||||||||||
Common Stock, pre split par value | $ / shares | $ 0.001 | |||||||||||||
Fractional shares issued | 0 | |||||||||||||
Redemption of non-controlling interest, net | $ | $ (23) | |||||||||||||
Shares issued in connection with the redemption of Operating LLC units | 36,875 | 73,685 | 39,591 | |||||||||||
Issuance of shares | 29,167 | |||||||||||||
Increase in other investments | $ | $ 7,779 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||
Series C Junior Participating Preferred Stock | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Preferred Stock, shares outstanding | 0 | 0 | ||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Ratio of shares to vote | 10 | |||||||||||||
Preferred Stock, shares outstanding | 4,983,557 | |||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Preferred Stock, shares outstanding | 22,429,541 | |||||||||||||
10b5-1 Plan [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Repurchase amount authorized | $ | $ 2,000 | |||||||||||||
Purchase of common stock, shares | 7,890 | 57,526 | 15,270 | |||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ | $ 65 | $ 594 | $ 149 | |||||||||||
Private Repurchase Transaction [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Purchase of common stock, shares | 23,000 | 17,555 | 2,774 | 11,177 | ||||||||||
Shares repurchased, price per share | $ / shares | $ 10 | $ 10 | $ 12 | $ 10 | ||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ | $ 230 | $ 176 | $ 33 | $ 112 | ||||||||||
Restricted Stock [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 76,932 | 73,715 | 93,479 | 76,932 | 73,962 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 36,875 | 73,685 | 68,752 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 56,639 | 57,138 | 65,782 | |||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Redemption of non-controlling interest, net | $ | $ (4) | $ 22 | $ 5 | |||||||||||
Additional paid-in capital [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Redemption of non-controlling interest, net | $ | 28 | (217) | (81) | |||||||||||
Non-controlling Interest [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Redemption of non-controlling interest, net | $ | $ (47) | $ 195 | $ 76 | |||||||||||
IMXI [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Shares subject to certain restrictions on transfer | 264,023 | |||||||||||||
Share Price | $ / shares | $ 17 | $ 11.89 | $ 15 | |||||||||||
Chief Financial Officer [Member] | Private Repurchase Transaction [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Purchase of common stock, shares | 1,000 | |||||||||||||
Shares repurchased, price per share | $ / shares | $ 4.50 | |||||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ | $ 5 | |||||||||||||
Former Member Of Board Of Directors [Member] | Private Repurchase Transaction [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Purchase of common stock, shares | 27,346 | |||||||||||||
Shares repurchased, price per share | $ / shares | $ 10 | |||||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ | $ 273 | |||||||||||||
SPA, Daniel G. Cohen And DGC Trust [Member] | Non-controlling Interest [Member] | Series F Preferred Stock [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Issuance of shares | 22,429,541 | |||||||||||||
SPA, Daniel G. Cohen And DGC Trust [Member] | COHN, LLC [Member] | Non-controlling Interest [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Issuance of shares | 22,429,541 | |||||||||||||
Daniel G. Cohen [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 4,351 | |||||||||||||
Daniel G. Cohen [Member] | COHN, LLC [Member] | Series F Preferred Stock [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Issuance of shares | 370,881 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | |||||||||||||
Daniel G. Cohen [Member] | DGC Family Fintech Trust [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 3,428 | |||||||||||||
IMXI And COHN, LLC [Member] | DGC Family Fintech Trust [Member] | Non-controlling Interest [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Issuance of shares | 291,480 | |||||||||||||
COHN, LLC [Member] | IMXI [Member] | Non-controlling Interest [Member] | ||||||||||||||
Permanent Equity [Line Items] | ||||||||||||||
Issuance of shares | 662,361 | |||||||||||||
Shares subject to certain restrictions on transfer | 264,021 |
Equity (Preferred Stock) (Detai
Equity (Preferred Stock) (Details) | 12 Months Ended | |||
Dec. 31, 2019$ / sharesitemshares | Dec. 30, 2019shares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / shares | |
Mr. Cohen [Member] | ||||
Permanent Equity [Line Items] | ||||
Ratio of shares to vote | 10 | |||
Series C Junior Participating Preferred Stock | ||||
Permanent Equity [Line Items] | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Preferred Stock, shares authorized | 10,000 | 10,000 | ||
Preferred Stock, shares issued | 0 | 0 | ||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred Stock, Voting Rights per Share | item | 10,000 | |||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 100,000 | |||
Series E Preferred Stock [Member] | ||||
Permanent Equity [Line Items] | ||||
Preferred Stock, Shares Outstanding | 4,983,557 | |||
Preferred Stock, shares issued | 4,983,557 | |||
Ratio of shares to vote | 10 | |||
Series E Preferred Stock [Member] | Mr. Cohen [Member] | ||||
Permanent Equity [Line Items] | ||||
Voting Power, Percentage | 29.45% | |||
Series F Preferred Stock [Member] | ||||
Permanent Equity [Line Items] | ||||
Preferred Stock, Shares Outstanding | 22,429,541 | |||
Preferred Stock, shares authorized | 25,000,000 | |||
Preferred Stock, shares issued | 22,429,541 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||
Series F Preferred Stock [Member] | Mr. Cohen [Member] | ||||
Permanent Equity [Line Items] | ||||
Preferred Stock, shares issued | 12,549,273 | |||
Series F Preferred Stock [Member] | DGC Family Fintech Trust [Member] | ||||
Permanent Equity [Line Items] | ||||
Preferred Stock, shares issued | 9,880,268 | |||
Series F Preferred Stock [Member] | Daniel G. Cohen And DGC Trust [Member] | ||||
Permanent Equity [Line Items] | ||||
Preferred Stock, shares issued | 22,429,541 | |||
Voting Power, Percentage | 65.27% | |||
Series E And F Preferred Stock [Member] | Daniel G. Cohen And DGC Trust [Member] | ||||
Permanent Equity [Line Items] | ||||
Voting Power, Percentage | 69.67% |
Equity (Stockholders Rights Pla
Equity (Stockholders Rights Plan) (Narrative) (Details) - $ / shares | Dec. 18, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
2016 Rights Agreement [Member] | ||||
Class of Warrant or Right, Exercise Trigger, Percentage of Common Stock Owned by Individual or Affiliates | 5.00% | |||
Voting Power, Percentage | 0.00% | |||
Rights exercisable | 100,000 | 0 | ||
Series C Junior Participating Preferred Stock | ||||
Preferred Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Series C Junior Participating Preferred Stock | 2016 Rights Agreement [Member] | ||||
Rights agreement, purchase price per unit | $ 100 | $ 100 | $ 100 | |
Number of shares issuable per right | 0.0001 | 0.0001 | 0.0001 | |
Class of Warrant or Right, Exercise Trigger, Percentage of Common Stock Owned by Individual or Affiliates | 4.95% | 4.95% | 4.95% |
Equity (Dividends and Distribut
Equity (Dividends and Distributions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Cash distributions to non-controlling interest | $ 213 | $ 426 | $ 425 |
Total Stockholders' Equity [Member] | |||
Class of Stock [Line Items] | |||
Dividends | $ 519 | $ 966 | $ 985 |
Equity (Schedule Of Unrestricte
Equity (Schedule Of Unrestricted Common Stock Activity) (Details) - shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Class of Stock [Line Items] | ||||
Shares, Beginning | [1] | 1,204,196 | 1,213,022 | 1,208,919 |
Issuance of shares | 29,167 | |||
Issuance as equity-based compensation | 36,875 | 73,685 | 39,591 | |
Vesting of shares | ||||
Shares withheld and retired for employee taxes | (15,557) | (7,430) | (7,699) | |
Forfeiture / cancellation of restricted stock | ||||
Repurchase and retirement of common stock | (31,890) | (75,081) | (56,956) | |
Shares, Ending | [1] | 1,193,624 | 1,204,196 | 1,213,022 |
Restricted Stock [Member] | Cohen & Company [Member] | ||||
Class of Stock [Line Items] | ||||
Shares, Beginning | [1] | 93,479 | 76,932 | 73,962 |
Issuance of shares | 29,167 | |||
Issuance as equity-based compensation | 36,875 | 73,685 | 39,591 | |
Vesting of shares | (56,639) | (57,138) | (65,782) | |
Shares withheld and retired for employee taxes | ||||
Forfeiture / cancellation of restricted stock | ||||
Repurchase and retirement of common stock | (6) | |||
Shares, Ending | [1] | 73,715 | 93,479 | 76,932 |
Common Stock | Cohen & Company [Member] | ||||
Class of Stock [Line Items] | ||||
Shares, Beginning | [1] | 1,110,717 | 1,136,090 | 1,134,957 |
Issuance of shares | ||||
Issuance as equity-based compensation | ||||
Vesting of shares | 56,639 | 57,138 | 65,782 | |
Shares withheld and retired for employee taxes | (15,557) | (7,430) | (7,699) | |
Forfeiture / cancellation of restricted stock | ||||
Repurchase and retirement of common stock | (31,890) | (75,081) | (56,950) | |
Shares, Ending | [1] | 1,119,909 | 1,110,717 | 1,136,090 |
[1] | Excludes remaining restricted units of Cohen & Company Inc. Common Stock. See note 22. |
Equity (Future Conversion _ Red
Equity (Future Conversion / Redemption of Operating LLC Units) (Details) | 12 Months Ended | |||
Dec. 31, 2019shares | Dec. 31, 2018shares | Dec. 31, 2017shares | Dec. 31, 2016shares | |
Permanent Equity [Line Items] | ||||
Number Of Shares Of Common Stock Per Every Ten Units Subject To Appropriate Adjustment | 1 | |||
Number Of Common Stock To Membership Units Ratio | 1 | |||
Number Of Trading Days For Redemption Notice | 10 days | |||
COHN, LLC [Member] | ||||
Permanent Equity [Line Items] | ||||
Common Unit, Outstanding | 38,952,715 | 16,431,254 | 16,934,944 | 17,105,752 |
Membership Units Received Net Of Surrenders | 410,820 | 247,120 | 398,741 | |
Cohen & Company [Member] | COHN, LLC [Member] | ||||
Permanent Equity [Line Items] | ||||
Common Unit, Outstanding | 11,199,084 | 11,107,164 | 11,610,854 | 11,781,662 |
Membership Units Received Net Of Surrenders | 410,820 | 247,120 | 398,741 | |
Daniel G. Cohen and Other Unit Holders [Member] | COHN, LLC [Member] | ||||
Permanent Equity [Line Items] | ||||
Common Unit, Outstanding | 27,753,631 | |||
Daniel G. Cohen [Member] | COHN, LLC [Member] | ||||
Permanent Equity [Line Items] | ||||
Common Unit, Outstanding | 17,801,275 | 4,983,557 | 4,983,557 | 4,983,557 |
DGC Family Fintech Trust [Member] | ||||
Permanent Equity [Line Items] | ||||
Common Unit, Outstanding | 9,880,268 |
Equity (Operating LLC Membershi
Equity (Operating LLC Membership Units) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Repurchase and retirement of common stock | (31,890) | (75,081) | (56,956) |
COHN, LLC [Member] | |||
Balance, Shares | 16,431,254 | 16,934,944 | 17,105,752 |
Issuance of Units under UIS, net | 410,820 | 247,120 | 398,741 |
Issuance of Units for purchase | 22,429,541 | ||
Repurchase and retirement of common stock | (318,900) | (750,810) | (569,549) |
Balance, Shares | 38,952,715 | 16,431,254 | 16,934,944 |
COHN, LLC [Member] | Cohen & Company [Member] | |||
Balance, Shares | 11,107,164 | 11,610,854 | 11,781,662 |
Issuance of Units under UIS, net | 410,820 | 247,120 | 398,741 |
Repurchase and retirement of common stock | (318,900) | (750,810) | (569,549) |
Balance, Shares | 11,199,084 | 11,107,164 | 11,610,854 |
COHN, LLC [Member] | Daniel G. Cohen [Member] | |||
Balance, Shares | 4,983,557 | 4,983,557 | 4,983,557 |
Issuance of Units for purchase | 12,549,273 | ||
Additional units purchased | 268,445 | ||
Balance, Shares | 17,801,275 | 4,983,557 | 4,983,557 |
COHN, LLC [Member] | DGC Family Fintech Trust II [Member] | |||
Issuance of Units for purchase | 9,880,268 | ||
Balance, Shares | 9,880,268 | ||
COHN, LLC [Member] | Other Unit Holders [Member] | |||
Balance, Shares | 340,533 | 340,533 | 340,533 |
Additional units purchased | (268,445) | ||
Balance, Shares | 72,088 | 340,533 | 340,533 |
Equity (Schedule Of Effects Of
Equity (Schedule Of Effects Of Changes In Ownership Interest Subsidiary) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | |||
Net income (loss) attributable to Cohen & Company Inc. | $ (2,054) | $ (2,463) | $ 2,064 |
Increase / (decrease) in Cohen & Company Inc. paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net | 28 | (217) | (81) |
Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest | $ (2,026) | $ (2,680) | $ 1,983 |
Equity-Based Compensation (Narr
Equity-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 431 | |||
Unrecognized compensation expense, period for recognition | 1 year | |||
2006 / 2010 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 306,745 | |||
Number of additional shares authorized | 2,000,000 | |||
Fair Value of awards which vested during the period | $ 462 | $ 574 | $ 816 | |
2006 / 2010 Plan [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant | 306,745 | |||
Infastructure Finance Business [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issuable to managing partner | 50,000 | |||
Cumulative revenue | $ 2,716 | |||
Revenue share arrangement, percentage | 8.00% | |||
Infastructure Finance Business [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cumulative revenue | $ 20,000 | |||
Revenue per year | $ 2,000 | |||
Share-based Compensation Award, Tranche One [Member] | Infastructure Finance Business [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.30% | |||
Cumulative revenue measurement | $ 6,000 | |||
Share-based Compensation Award, Tranche Two [Member] | Infastructure Finance Business [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.30% | |||
Cumulative revenue measurement | $ 12,000 | |||
Share-based Compensation Award, Tranche Three [Member] | Infastructure Finance Business [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.30% | |||
Cumulative revenue measurement | $ 18,000 |
Equity-Based Compensation (Equi
Equity-Based Compensation (Equity-Based Compensation Included In Compensation And Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity-Based Compensation [Abstract] | |||
Equity-based compensation expense | $ 744 | $ 623 | $ 732 |
Non equity-based compensation expense | 25,228 | 24,762 | 21,795 |
Total compensation and benefits | $ 25,972 | $ 25,385 | $ 22,527 |
Equity-Based Compensation (Peri
Equity-Based Compensation (Period Costs by Plan Name or Instrument) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 744 | $ 623 | $ 732 |
2006 / 2010 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 744 | $ 623 | $ 732 |
Equity-Based Compensation (Rest
Equity-Based Compensation (Restricted Stock) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, beginning balance | 93,479 | 76,932 | 73,962 |
Granted | 36,875 | 73,685 | 68,752 |
Vested | (56,639) | (57,138) | (65,782) |
Unvested, ending balance | 73,715 | 93,479 | 76,932 |
Unvested, Weighted average grant date fair value, beginning balance | $ 11.03 | $ 12.38 | $ 8.10 |
Granted, Weighted average grant date fair value | 8 | 10.45 | 13.20 |
Vested, Weighted average grant date fair value | 11.41 | 12.10 | 9.20 |
Unvested, Weighted average grant date fair value, ending balance | $ 9.22 | $ 11.03 | $ 12.38 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, beginning balance | |||
Granted | 550,000 | ||
Vested | |||
Forfeited | |||
Unvested, ending balance | 550,000 | ||
Unvested, Weighted average grant date fair value, beginning balance | |||
Granted, Weighted average grant date fair value | 0.80 | ||
Vested, Weighted average grant date fair value | |||
Forfeited, Weighted average grant date fair value | |||
Unvested, Weighted average grant date fair value, ending balance | $ 0.80 |
Equity-Based Compensation (Stoc
Equity-Based Compensation (Stock Options, Activity) (Details) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options | |||
Beginning Balance | 19,286 | 319,286 | |
Forfeited | (300,000) | ||
Expired | (19,286) | ||
Ending Balance | 19,286 | 319,286 | |
Weighted Average Exercise Price | |||
Beginning Balance | $ 40 | $ 40 | |
Forfeited | 40 | ||
Ending Balance | 40 | 40 | $ 40 |
Additional Disclosures | |||
Weighted Average Grant Date Fair Value | 7 | $ 7 | |
Expired, Weighted Average Grant Date Fair Value | $ 7 | $ 7 | |
Weighted Average Remaining Contractual Term | 1 month 6 days | 10 months 24 days |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2013 | |
Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 102,418,000 | |||
Prepaid income taxes | 0 | $ 40,000 | ||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | |
Federal statutory rate | 21.00% | 35.00% | ||
Benefit from change in tax rate | $ 1,359,000 | |||
Income tax examination, estimate of possible loss | $ 4,683,000 | |||
Capital Loss Carryforward [Member] | ||||
Income Tax [Line Items] | ||||
Tax credit carryforward | $ 149,334,000 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Current Federal income tax expense (benefit) | $ (1) | $ (29) | $ 51 |
Current Foreign income tax expense (benefit) | 156 | 26 | 17 |
Current State and local income tax expense (benefit) | |||
Current income tax expense (benefit) | 155 | (3) | 68 |
Deferred Federal income tax expense (benefit) | (324) | (722) | (1,499) |
Deferred Foreign income tax expense (benefit) | |||
Deferred State and local income tax expense (benefit) | (354) | (116) | 220 |
Deferred income tax expense (benefit) | (678) | (838) | (1,279) |
Income tax expense (benefit) | $ (523) | $ (841) | $ (1,211) |
Income Taxes (Schedule of Incom
Income Taxes (Schedule of Income Before Income Tax, Domestic and Foreign) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Domestic | $ (4,400) | $ (3,864) | $ 974 |
Foreign | 304 | (964) | 250 |
Income (loss) before income tax expense (benefit) | $ (4,096) | $ (4,828) | $ 1,224 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Federal statutory rate | $ (860) | $ (1,014) | $ 428 |
Pass thru impact | 319 | 394 | (131) |
Impact of statutory rate change on deferred items | 38,867 | ||
Impact of statutory rate change on valuation | (40,139) | ||
Deferred tax valuation allowance | 153 | 17 | (315) |
State and local tax | (291) | (263) | 62 |
Foreign tax | 156 | 25 | 17 |
Income tax expense (benefit) | $ (523) | $ (841) | $ (1,211) |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes [Abstract] | ||
Federal net operating loss carry-forward | $ 21,508 | $ 20,790 |
State net operating loss carry-forward | 5,061 | 4,280 |
Federal capital loss carry-forward | 47,027 | 44,125 |
Investment in Operating LLC | 24,569 | 22,701 |
Other | 2,525 | 2,738 |
Gross deferred tax asset | 100,690 | 94,634 |
Less: valuation allowance | (94,118) | (89,316) |
Net deferred tax asset | 6,572 | 5,318 |
Unrealized gain on debt | (7,911) | (7,335) |
Gross deferred tax (liability) | (7,911) | (7,335) |
Net deferred tax asset / (liability) | (1,339) | (2,017) |
Gross deferred tax asset / (liability) | $ 92,779 | $ 87,299 |
Income Taxes (Schedule Of Unrec
Income Taxes (Schedule Of Unrecognized Tax Benefits) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits, beginning balance | $ 0 | $ 0 |
Unrecognized tax benefits, ending balance | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income / (Loss) (Schedule of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ (908) | $ (850) | $ (1,074) |
Change in foreign currency items | (3) | (80) | 219 |
Other comprehensive income (loss), net | (3) | (80) | 219 |
Acquisition (surrender) of additional units in consolidated subsidiary, net | (4) | 22 | 5 |
Ending Balance | (915) | (908) | (850) |
OCI Items [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (908) | (850) | (1,074) |
Change in foreign currency items | (3) | (80) | 219 |
Other comprehensive income (loss), net | (3) | (80) | 219 |
Acquisition (surrender) of additional units in consolidated subsidiary, net | (4) | 22 | 5 |
Ending Balance | $ (915) | $ (908) | $ (850) |
Net Capital Requirements (Detai
Net Capital Requirements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Net Capital Requirements [Line Items] | ||
Actual Net Capital or Liquid Capital | $ 61,610 | $ 55,040 |
Amount Required | 1,695 | 1,143 |
Excess | 59,915 | 53,897 |
JVB's [Member] | ||
Net Capital Requirements [Line Items] | ||
Actual Net Capital or Liquid Capital | 58,821 | 53,749 |
Amount Required | 565 | 250 |
Excess | 58,256 | 53,499 |
CCFEL [Member] | ||
Net Capital Requirements [Line Items] | ||
Actual Net Capital or Liquid Capital | 2,246 | |
Amount Required | 948 | |
Excess | 1,298 | |
Cohen Brothers Financial, L.L.C. [Member] | ||
Net Capital Requirements [Line Items] | ||
Actual Net Capital or Liquid Capital | 543 | 1,291 |
Amount Required | 182 | 893 |
Excess | $ 361 | $ 398 |
Earnings _ (Loss) Per Common _3
Earnings / (Loss) Per Common Share (Schedule of Earnings / (Loss) Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Line Items] | |||
Net income / (loss) attributable to Cohen & Company | $ (2,054) | $ (2,463) | $ 2,064 |
Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership | (1,231) | (1,524) | 371 |
Add: Interest exepse incurred on dilutive convertible notes | 1,154 | ||
Add / (deduct): Adjustment | 246 | 390 | 550 |
Net income / (loss) on a fully converted basis | $ (3,039) | $ (3,597) | $ 4,139 |
Weighted average common shares outstanding - Basic | 1,136,574 | 1,152,073 | 1,206,906 |
Unrestricted Operating LLC membership units exchangeable into Cohen & Company shares | 544,599 | 532,409 | 532,409 |
Restricted units or shares | 13,858 | ||
Weighted average common shares outstanding - Diluted | 1,681,173 | 1,684,482 | 2,592,254 |
Net income / (loss) per common share - Basic | $ (1.81) | $ (2.14) | $ 1.71 |
Net income / (loss) per common share - Diluted | $ (1.81) | $ (2.14) | $ 1.60 |
8.00% Contingent Convertible Senior Notes Due 2022 [Member] | |||
Earnings Per Share [Line Items] | |||
Number of shares issuable upon conversion of each unit | 839,081 |
Earnings_(Loss) Per Common Shar
Earnings/(Loss) Per Common Share (Schedule Of Anti-Dilutive Securities) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 1,468,218 | 1,413,155 | 274,917 |
8.00% Contingent Convertible Senior Notes Due 2020 [Member] | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 414,882 | 352,292 | 274,917 |
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 | |
Restricted Common Stock [Member] | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 15,101 | 26,380 | |
Restricted Operatnig LLC Units [Member] | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 3,752 |
Commitments And Contingencies_2
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2013 | |
Commitments And Contingencies [Abstract] | |||||
Total minimum lease payments | $ 9,616 | ||||
Rent expense | 1,555 | $ 1,380 | $ 1,182 | ||
Sublease income | $ 280 | $ 226 | $ 250 | ||
Litigation settlement expense | $ 50 | ||||
Income Tax Examination, Estimate of Possible Loss | $ 4,683 |
Commitments And Contingencies_3
Commitments And Contingencies (Schedule of Future Minimum Rental Payments for Operating Leases) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies [Abstract] | |
Lease, 2020 | $ 1,561 |
Lease, 2021 | 1,101 |
Lease, 2022 | 927 |
Lease, 2023 | 950 |
Lease, 2024 | 983 |
Lease, 2025 and Thereafter | 4,094 |
Lease, Total | 9,616 |
Sublease, 2020 | (208) |
Sublease, 2021 | (70) |
Sublease, Total | (278) |
Net Commitment, 2020 | 1,353 |
Net Commitment, 2021 | 1,031 |
Net Commitment, 2022 | 927 |
Net Commitment, 2023 | 950 |
Net Commitment, 2024 | 983 |
Net Commitment, 2025 and Thereafter | 4,094 |
Net Commitment, Total | $ 9,338 |
Segment And Geographic Inform_3
Segment And Geographic Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
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 | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Principal transactions and other income | $ 2,103 | $ 4,573 | $ 6,396 |
Total revenues | 49,666 | 49,386 | 47,542 |
Total operating expenses | 45,625 | 45,727 | 40,140 |
Operating income (loss) | 4,041 | 3,659 | 7,402 |
Interest (income) expense | 7,584 | 8,487 | 6,178 |
Income (loss) from equity method affiliates | (553) | ||
Income (loss) before income tax expense (benefit) | (4,096) | (4,828) | 1,224 |
Income tax expense (benefit) | (523) | (841) | (1,211) |
Net income (loss) | (3,573) | (3,987) | 2,435 |
Less: Net income (loss) attributable to the non-controlling interest | (1,519) | (1,524) | 371 |
Net income (loss) attributable to Cohen & Company Inc. | (2,054) | (2,463) | 2,064 |
Depreciation and amortization (included in total operating expense) | 318 | 261 | 249 |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Principal transactions and other income | 2,103 | 4,573 | 6,396 |
Total revenues | 49,666 | 49,386 | 47,542 |
Total operating expenses | 38,492 | 39,032 | 32,636 |
Operating income (loss) | 11,174 | 10,354 | 14,906 |
Interest (income) expense | 175 | 236 | |
Income (loss) from equity method affiliates | (553) | ||
Income (loss) before income tax expense (benefit) | 10,446 | 10,118 | 14,906 |
Net income (loss) | 10,446 | 10,118 | 14,906 |
Net income (loss) attributable to Cohen & Company Inc. | 10,446 | 10,118 | 14,906 |
Depreciation and amortization (included in total operating expense) | 21 | 52 | 71 |
Unallocated [Member] | |||
Segment Reporting Information [Line Items] | |||
Total operating expenses | 7,133 | 6,695 | 7,504 |
Operating income (loss) | (7,133) | (6,695) | (7,504) |
Interest (income) expense | 7,409 | 8,251 | 6,178 |
Income (loss) before income tax expense (benefit) | (14,542) | (14,946) | (13,682) |
Income tax expense (benefit) | (523) | (841) | (1,211) |
Net income (loss) | (14,019) | (14,105) | (12,471) |
Less: Net income (loss) attributable to the non-controlling interest | (1,519) | (1,524) | 371 |
Net income (loss) attributable to Cohen & Company Inc. | (12,500) | (12,581) | (12,842) |
Depreciation and amortization (included in total operating expense) | 297 | 209 | 178 |
Capital Markets [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Principal transactions and other income | 1 | 39 | 5 |
Total revenues | 40,004 | 32,316 | 33,254 |
Total operating expenses | 30,832 | 29,949 | 27,324 |
Operating income (loss) | 9,172 | 2,367 | 5,930 |
Interest (income) expense | 175 | 236 | |
Income (loss) before income tax expense (benefit) | 8,997 | 2,131 | 5,930 |
Net income (loss) | 8,997 | 2,131 | 5,930 |
Net income (loss) attributable to Cohen & Company Inc. | 8,997 | 2,131 | 5,930 |
Depreciation and amortization (included in total operating expense) | 18 | 48 | 67 |
Asset Management [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Principal transactions and other income | 530 | 678 | 5,619 |
Total revenues | 8,090 | 13,214 | 13,516 |
Total operating expenses | 7,261 | 8,371 | 4,929 |
Operating income (loss) | 829 | 4,843 | 8,587 |
Income (loss) before income tax expense (benefit) | 829 | 4,843 | 8,587 |
Net income (loss) | 829 | 4,843 | 8,587 |
Net income (loss) attributable to Cohen & Company Inc. | 829 | 4,843 | 8,587 |
Depreciation and amortization (included in total operating expense) | 3 | 4 | 4 |
Principal Investing [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Principal transactions and other income | 1,572 | 3,856 | 772 |
Total revenues | 1,572 | 3,856 | 772 |
Total operating expenses | 399 | 712 | 383 |
Operating income (loss) | 1,173 | 3,144 | 389 |
Income (loss) from equity method affiliates | (553) | ||
Income (loss) before income tax expense (benefit) | 620 | 3,144 | 389 |
Net income (loss) | 620 | 3,144 | 389 |
Net income (loss) attributable to Cohen & Company Inc. | 620 | 3,144 | 389 |
Net Trading [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 38,172 | 29,298 | 26,909 |
Net Trading [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 38,172 | 29,298 | 26,909 |
Net Trading [Member] | Capital Markets [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 38,172 | 29,298 | 26,909 |
Asset Management [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 7,560 | 12,536 | 7,897 |
Asset Management [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 7,560 | 12,536 | 7,897 |
Asset Management [Member] | Asset Management [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 7,560 | 12,536 | 7,897 |
New Issue And Advisory [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,831 | 2,979 | 6,340 |
New Issue And Advisory [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,831 | 2,979 | 6,340 |
New Issue And Advisory [Member] | Capital Markets [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 1,831 | $ 2,979 | $ 6,340 |
Segment And Geographic Inform_5
Segment And Geographic Information (Reconciliation Of Assets From Segment To Consolidated) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets | $ 8,001,624,000 | $ 8,115,629,000 |
Investment in equity method affiliates | 3,799,000 | |
Goodwill | 7,992,000 | 7,992,000 |
Intangible assets | 166,000 | 166,000 |
Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets | 7,988,796,000 | 8,111,060,000 |
Investment in equity method affiliates | 3,799,000 | |
Goodwill | 7,992,000 | 7,992,000 |
Intangible assets | 166,000 | 166,000 |
Operating Segments [Member] | Capital Markets [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets | 7,968,491,000 | 8,094,984,000 |
Goodwill | 7,937,000 | 7,937,000 |
Intangible assets | 166,000 | 166,000 |
Operating Segments [Member] | Asset Management [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets | 1,616,000 | 2,308,000 |
Goodwill | 55,000 | 55,000 |
Operating Segments [Member] | Principal Investing [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets | 18,689,000 | 13,768,000 |
Investment in equity method affiliates | 3,799,000 | |
Unallocated [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets | $ 12,828,000 | $ 4,569,000 |
Segment And Geographic Inform_6
Segment And Geographic Information (Revenue By Geographic Area) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 49,666 | $ 49,386 | $ 47,542 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 43,772 | 43,309 | 38,863 |
United Kingdom & Other [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 5,894 | $ 6,077 | $ 8,679 |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosure (Narrative) (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Conversion [Line Items] | |||||
Interest paid | $ 7,265 | $ 7,145 | $ 5,334 | ||
Income taxes paid | 30 | 44 | 47 | ||
Income tax refunds | 48 | 8 | 83 | ||
Redemption of non-controlling interest, net | (23) | ||||
Right-of-use asset - operating leases | 7,155 | ||||
Lease liability - operating leases | 7,693 | ||||
Increase (decrease) in other receivables | 34,535 | 8,559 | (1,712) | ||
Increase in other investments | 7,779 | ||||
Increase (decrease) due to recorded interest income in redeemable financial instruments | (233) | ||||
Accounting Standards Update 2016-02 [Member] | |||||
Debt Conversion [Line Items] | |||||
Right-of-use asset - operating leases | $ 8,416 | ||||
Lease liability - operating leases | 8,860 | ||||
Reduction in retained earnings from cumulative effect of adoption | 20 | ||||
Increase (decrease) in other receivables | 18 | ||||
Reduction in other liabilities | $ 406 | ||||
Common Stock | |||||
Debt Conversion [Line Items] | |||||
Redemption of non-controlling interest, net | |||||
Additional paid-in capital [Member] | |||||
Debt Conversion [Line Items] | |||||
Redemption of non-controlling interest, net | 28 | (217) | (81) | ||
Accumulated Other Comprehensive Income (Loss) | |||||
Debt Conversion [Line Items] | |||||
Redemption of non-controlling interest, net | (4) | 22 | 5 | ||
Non-controlling Interest [Member] | |||||
Debt Conversion [Line Items] | |||||
Redemption of non-controlling interest, net | (47) | 195 | $ 76 | ||
ViaNova Investment [Member] | |||||
Debt Conversion [Line Items] | |||||
Redemption of non-controlling interest, net | 750 | ||||
Receivable, redeemable financial instruments | 250 | ||||
Contingent Convertible Senior Notes [Member] | 8.00% Contingent Convertible Senior Notes Due 2022 [Member] | |||||
Debt Conversion [Line Items] | |||||
Long-term Debt, Gross | [1] | 15,000 | $ 15,000 | ||
Discount on debt | $ 1,400 | ||||
Series C Junior Participating Preferred Stock | |||||
Debt Conversion [Line Items] | |||||
Preferred Stock, shares issued | 0 | 0 | |||
Series E Preferred Stock [Member] | |||||
Debt Conversion [Line Items] | |||||
Preferred Stock, shares issued | 4,983,557 | ||||
Series F Preferred Stock [Member] | |||||
Debt Conversion [Line Items] | |||||
Preferred Stock, shares issued | 22,429,541 | ||||
[1] | The holder of the 2017 Convertible Note may convert all or any part of the outstanding principal amount at any time prior to maturity into units of membership interests of the Operating LLC at a conversion price of $1.45 per unit, subject to customary anti-dilution adjustments. Units of membership interests of the Operating LLC not held by Cohen & Company Inc. may, with certain restrictions, be redeemed and exchanged into shares of the Cohen & Company Inc. common stock, par value $0.01 per share (“Common Stock”) on a ten-for-one basis. Therefore, the 2017 Convertible Note can be converted into Operating LLC units of membership interests and then redeemed and exchanged into Common Stock at an effective conversion price of $14.50. |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 07, 2019 | Oct. 21, 2019 | Jan. 09, 2019 | Aug. 29, 2018 | Dec. 18, 2017 | May 25, 2017 | Jul. 31, 2018 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Sep. 30, 2019 | Jan. 31, 2019 |
Related Party Transaction [Line Items] | |||||||||||||||||||
Issuance of shares | 29,167 | ||||||||||||||||||
Proceeds from redeemable financial instrument | $ 1,268 | $ 500 | $ 11,000 | ||||||||||||||||
Redeemable Financial Instrument | $ 16,983 | 16,983 | 17,448 | ||||||||||||||||
Investments / advances | 4,352 | ||||||||||||||||||
Rent expense | 1,555 | 1,380 | 1,182 | ||||||||||||||||
Net gains (losses) in principal transactions and other income | (553) | ||||||||||||||||||
Rent and utility expense, sublease income offset | 11 | ||||||||||||||||||
Insurance SPAC [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Investments / advances | 3,775 | ||||||||||||||||||
Net gains (losses) in principal transactions and other income | $ (553) | ||||||||||||||||||
CK Capital Partners B.V. [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Ownership percentage of equity method affiliate | 45.00% | 45.00% | |||||||||||||||||
Equity Method Investment, Quoted Market Value | $ 18 | $ 18 | |||||||||||||||||
Investments / advances | 18 | ||||||||||||||||||
Net gains (losses) in principal transactions and other income | |||||||||||||||||||
AOI [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Ownership percentage of equity method affiliate | 10.00% | 10.00% | |||||||||||||||||
Equity Method Investment, Quoted Market Value | $ 1 | $ 1 | |||||||||||||||||
Investments / advances | 559 | ||||||||||||||||||
Net gains (losses) in principal transactions and other income | |||||||||||||||||||
U.S. Insurance JV [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Ownership percentage of equity method affiliate | 4.50% | 4.50% | |||||||||||||||||
SPAC Funds [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Ownership percentage of equity method affiliate | 3.13% | 3.13% | |||||||||||||||||
401(k) Savings Plan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Company matching percent | 50.00% | ||||||||||||||||||
Percent of employees gross salary qualifying for matching contributions | 3.00% | ||||||||||||||||||
Company plan contributions | $ 265 | 201 | 196 | ||||||||||||||||
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] | |||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 0 | 1,708 | 1,309 | ||||||||||||||||
Daniel G. Cohen [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Value of shares issued | 4,351 | ||||||||||||||||||
Daniel G. Cohen [Member] | CK Capital Partners B.V. [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Equity Method Investment, Quoted Market Value | $ 17 | 17 | |||||||||||||||||
JKD Capital Partners I, LTD [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Proceeds from redeemable financial instrument | $ 1,268 | $ 1,000 | $ 6,000 | $ 6,000 | |||||||||||||||
Redeemable Financial Instrument | $ 1,000 | 7,957 | 7,957 | 6,732 | $ 1,268 | ||||||||||||||
DGC Family Fintech Trust/CBF [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Redeemable Financial Instrument | 8,500 | 8,500 | 10,000 | $ 8,000 | |||||||||||||||
One-time payment for amended agreement | 1,500 | ||||||||||||||||||
DGC Family Fintech Trust [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Redeemable Financial Instrument | 2,000 | 2,000 | 10,000 | ||||||||||||||||
FinTech Masala [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Redeemable Financial Instrument | 2 | 2 | |||||||||||||||||
Zucker and Moore, LLC [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Rent expense | 96 | $ 96 | $ 56 | ||||||||||||||||
Insurance SPAC [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related Party Transactions, Agreed Amount To Lend | $ 750 | $ 750 | |||||||||||||||||
Fin Tech Acquisition Corp II [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Acquired publicly traded shares | $ 2,513 | ||||||||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Ownership percentage of equity method affiliate | 26.50% | 26.50% | |||||||||||||||||
DGC Family Fintech Trust [Member] | Daniel G. Cohen [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Value of shares issued | $ 3,428 | ||||||||||||||||||
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 | 7,890 | 57,526 | 15,270 | ||||||||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 65 | $ 594 | $ 149 | ||||||||||||||||
Private Repurchase Transaction [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Purchase of common stock, shares | 23,000 | 17,555 | 2,774 | 11,177 | |||||||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 230 | $ 176 | $ 33 | $ 112 | |||||||||||||||
Shares repurchased, price per share | $ 10 | $ 10 | $ 12 | $ 10 | |||||||||||||||
Private Repurchase Transaction [Member] | Chief Financial Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Purchase of common stock, shares | 1,000 | ||||||||||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 5 | ||||||||||||||||||
Shares repurchased, price per share | $ 4.50 | ||||||||||||||||||
Private Repurchase Transaction [Member] | Former Member Of Board Of Directors [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Purchase of common stock, shares | 27,346 | ||||||||||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 273 | ||||||||||||||||||
Shares repurchased, price per share | $ 10 | ||||||||||||||||||
Series C Junior Participating Preferred Stock | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Preferred Stock, shares issued | 0 | 0 | 0 | ||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Preferred Stock, shares issued | 4,983,557 | 4,983,557 | |||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Preferred Stock, shares issued | 22,429,541 | 22,429,541 | |||||||||||||||||
Series F Preferred Stock [Member] | DGC Family Fintech Trust [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Preferred Stock, shares issued | 9,880,268 | 9,880,268 | |||||||||||||||||
Series F Preferred Stock [Member] | Mr. Cohen [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Preferred Stock, shares issued | 12,549,273 | 12,549,273 | |||||||||||||||||
Series F Preferred Stock [Member] | COHN, LLC [Member] | Daniel G. Cohen [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Issuance of shares | 370,881 | ||||||||||||||||||
Non-controlling Interest [Member] | DGC Family Fintech Trust [Member] | IMXI And COHN, LLC [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Issuance of shares | 291,480 |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Related Party Transactions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Net trading | $ 38,172 | $ 29,298 | $ 26,909 |
Principal transactions and other income | 2,103 | 4,573 | 6,396 |
Income (loss) from equity method affiliates | (553) | ||
TBBK [Member] | |||
Related Party Transaction [Line Items] | |||
Net trading | 14 | 43 | 47 |
EuroDekania Management Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Asset management | 236 | 235 | |
Principal transactions and other income | 279 | 709 | 120 |
Fin Tech Acquisition Corp II [Member] | |||
Related Party Transaction [Line Items] | |||
Principal transactions and other income | 17 | 3 | |
Fintech Acquisition Corp III [Member] | |||
Related Party Transaction [Line Items] | |||
Principal transactions and other income | 10 | 1 | |
Insurance SPAC [Member] | |||
Related Party Transaction [Line Items] | |||
Principal transactions and other income | 95 | ||
Income (loss) from equity method affiliates | (553) | ||
SPAC Funds [Member] | |||
Related Party Transaction [Line Items] | |||
Asset management | 331 | 51 | |
Principal transactions and other income | 30 | (8) | |
U.S. Insurance JV [Member] | |||
Related Party Transaction [Line Items] | |||
Asset management | 303 | 58 | |
Principal transactions and other income | 150 | 25 | |
Duane Morris [Member] | |||
Related Party Transaction [Line Items] | |||
Operating expense (income) | 462 | 501 | 383 |
FinTech Masala [Member] | |||
Related Party Transaction [Line Items] | |||
Operating expense (income) | (34) | (10) | |
Mead Park Advisors LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Operating expense (income) | 50 | ||
CBF [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense (income) | 912 | 470 | 71 |
DGC Family Fintech Trust [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense (income) | 1,725 | 1,562 | 1,172 |
E.B.C. [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense (income) | 218 | 228 | 236 |
Edward E. Cohen IRA [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense (income) | 398 | 417 | 431 |
JKD Capital Partners I, LTD [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense (income) | 699 | 1,968 | 831 |
Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Asset management | 870 | 344 | |
Principal transactions and other income | 564 | 744 | 123 |
Operating expense (income) | 428 | 491 | 433 |
Interest expense (income) | $ 3,952 | $ 4,645 | $ 2,741 |
Due From _ Due To Related Par_3
Due From / Due To Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 466 | $ 793 |
Employees & Other [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 466 | $ 793 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Jan. 31, 2020 | Jan. 09, 2019 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 31, 2019 | Nov. 16, 2018 | Oct. 03, 2016 |
Subsequent Event [Line Items] | |||||||||||
Payments of Debt Issuance Costs | $ 525,000 | $ 800,000 | |||||||||
Proceeds from redeemable financial instrument | $ 1,268,000 | 500,000 | $ 11,000,000 | ||||||||
Redeemable financial instruments | 16,983,000 | 17,448,000 | |||||||||
JKD Capital Partners I, LTD [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from redeemable financial instrument | $ 1,268,000 | $ 1,000,000 | $ 6,000,000 | $ 6,000,000 | |||||||
Redeemable financial instruments | $ 1,000,000 | $ 7,957,000 | $ 6,732,000 | $ 1,268,000 | |||||||
Due to investors, annual return on investment | 42.00% | 50.00% | |||||||||
COHN, LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Redeemable financial instruments | $ 500,000 | ||||||||||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Basis spread | 1.50% | ||||||||||
Subsequent Event [Member] | Edward E. Cohen IRA [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayments of Long-term Debt | $ 4,386,000 | ||||||||||
Subsequent Event [Member] | 2020 Senior Note (JKD Investor Note) [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 2,250,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Subsequent Event [Member] | 2020 Senior Note (JKD Investor Note) [Member] | In Event Of Default [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 13.00% | ||||||||||
Subsequent Event [Member] | JKD Capital Partners I, LTD [Member] | COHN, LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Payments of Debt Issuance Costs | $ 2,250,000 | ||||||||||
Subsequent Event [Member] | RNCS [Member] | COHN, LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Payments of Debt Issuance Costs | 2,250,000 | ||||||||||
Subsequent Event [Member] | RNCS [Member] | 2020 Senior Note (JKD Investor Note) [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 2,250,000 |
Schedule I And Quarterly Info_3
Schedule I And Quarterly Info Part I (Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 8,304 | $ 14,106 | $ 22,933 | $ 15,216 |
Other assets | 8,433 | 3,621 | ||
Total assets | 8,001,624 | 8,115,629 | ||
Accrued interest and other liabilities | 20,295 | 11,452 | ||
Deferred income taxes | 7,911 | 7,335 | ||
Debt | 48,861 | 43,536 | ||
Total liabilities | 7,952,868 | 8,073,191 | ||
Preferred Stock | 27 | 5 | ||
Common Stock | 12 | 12 | ||
Additional paid-in capital | 68,714 | 68,591 | ||
Accumulated deficit | (34,519) | (31,926) | ||
Accumulated other comprehensive loss | (915) | (908) | (850) | (1,074) |
Total stockholders' equity | 33,319 | 35,774 | ||
Total liabilities and equity | 8,001,624 | 8,115,629 | ||
Cohen & Company [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 3 | $ 3 | ||
Investment in Cohen & Company LLC | 64,804 | 67,594 | ||
Other assets | 47 | |||
Total assets | 64,804 | 67,641 | ||
Accrued interest and other liabilities | 359 | 340 | ||
Deferred income taxes | 1,339 | 2,017 | ||
Debt | 29,787 | 29,510 | ||
Total liabilities | 31,485 | 31,867 | ||
Preferred Stock | 27 | 5 | ||
Common Stock | 12 | 12 | ||
Additional paid-in capital | 68,714 | 68,591 | ||
Accumulated deficit | (34,519) | (31,926) | ||
Accumulated other comprehensive loss | (915) | (908) | ||
Total stockholders' equity | 33,319 | 35,774 | ||
Total liabilities and equity | $ 64,804 | $ 67,641 |
Schedule I And Quarterly Info_4
Schedule I And Quarterly Info Part I (Statement of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Total revenues | $ 49,666 | $ 49,386 | $ 47,542 | ||||||||
Operating income (loss) | 4,041 | 3,659 | 7,402 | ||||||||
Interest expense, net | 7,584 | 8,487 | 6,178 | ||||||||
Income (loss) before income tax expense (benefit) | (4,096) | (4,828) | 1,224 | ||||||||
Income tax expense (benefit) | (523) | (841) | (1,211) | ||||||||
Net income / (loss) | (2,054) | (2,463) | 2,064 | ||||||||
Cohen & Company [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Equity in undistributed earnings / (loss) from Cohen & Company LLC | 1,340 | 921 | 4,939 | ||||||||
Total revenues | $ 16,090 | $ 11,267 | $ 11,169 | $ 11,140 | $ 15,621 | $ 12,237 | $ 12,190 | $ 9,338 | 1,340 | 921 | 4,939 |
Operating income (loss) | 4,034 | (443) | 518 | (68) | 2,288 | 356 | 1,375 | (360) | 1,340 | 921 | 4,939 |
Interest expense, net | (2,255) | (1,536) | (1,939) | (1,854) | (2,282) | (2,185) | (2,201) | (1,819) | (4,074) | (4,251) | (4,104) |
Income (loss) before income tax expense (benefit) | 1,591 | (2,088) | (1,669) | (1,930) | 6 | (1,829) | (826) | (2,179) | (2,734) | (3,330) | 835 |
Income tax expense (benefit) | 394 | (170) | (641) | (106) | 418 | (595) | (636) | (28) | (680) | (867) | (1,229) |
Net income / (loss) | $ 774 | $ (1,216) | $ (410) | $ (1,202) | $ (418) | $ (651) | $ 80 | $ (1,474) | $ (2,054) | $ (2,463) | $ 2,064 |
Schedule I And Quarterly Info_5
Schedule I And Quarterly Info Part I (Statement of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||||||||||
Net income (loss) | $ (3,573) | $ (3,987) | $ 2,435 | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
Amortization of discount on debt | 548 | 820 | 1,054 | ||||||||
(Increase) decrease in other assets | (3,768) | (683) | 1,923 | ||||||||
Increase (decrease) in accounts payable and other liabilities | 7,855 | 6,334 | 1,220 | ||||||||
Net cash provided by (used in) operating activities | (15,463) | (6,999) | (11,916) | ||||||||
Financing activities | |||||||||||
Cash used to settle equity awards | (128) | (75) | (100) | ||||||||
Repurchase of stock | (299) | (769) | (572) | ||||||||
Dividends paid to stockholders | (519) | (966) | (985) | ||||||||
Net cash provided by (used in) financing activities | 5,936 | (3,722) | 23,118 | ||||||||
Net increase (decrease) in cash and cash equivalents | (5,802) | (8,827) | 7,717 | ||||||||
Cash and cash equivalents, beginning of period | $ 14,106 | $ 22,933 | 14,106 | 22,933 | 15,216 | ||||||
Cash and cash equivalents, end of period | $ 8,304 | $ 14,106 | 8,304 | 14,106 | 22,933 | ||||||
Cohen & Company [Member] | |||||||||||
Operating activities | |||||||||||
Net income (loss) | $ 1,197 | $ (1,918) | $ (1,028) | $ (1,824) | $ (412) | $ (1,234) | $ (190) | (2,151) | (2,054) | (2,463) | 2,064 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
Equity in undistributed earnings / (loss) from Cohen & Company LLC | (1,340) | (921) | (4,939) | ||||||||
Distributions from / (Contributions to) Cohen & Company LLC | 4,634 | 6,930 | 4,856 | ||||||||
Amortization of discount on debt | 277 | 575 | 873 | ||||||||
(Increase) decrease in other assets | 47 | (53) | 24 | ||||||||
Increase (decrease) in accounts payable and other liabilities | 19 | 14 | 27 | ||||||||
Increase (decrease) in deferred income taxes | (678) | (838) | (1,279) | ||||||||
Net cash provided by (used in) operating activities | 905 | 3,244 | 1,626 | ||||||||
Financing activities | |||||||||||
Repurchase of debt | (1,461) | ||||||||||
Cash used to settle equity awards | (87) | (51) | (69) | ||||||||
Repurchase of stock | (299) | (769) | (572) | ||||||||
Dividends paid to stockholders | (519) | (966) | (985) | ||||||||
Net cash provided by (used in) financing activities | $ (905) | (3,247) | (1,626) | ||||||||
Net increase (decrease) in cash and cash equivalents | (3) | ||||||||||
Cash and cash equivalents, beginning of period | $ 3 | $ 3 | 3 | ||||||||
Cash and cash equivalents, end of period | $ 3 |
Schedule I And Quarterly Info_6
Schedule I And Quarterly Info Part II (Selected Quarterly Financial Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenues | $ 49,666 | $ 49,386 | $ 47,542 | ||||||||
Compensation and benefits | 25,972 | 25,385 | 22,527 | ||||||||
Business development, occupancy, equipment | 3,402 | 2,995 | 2,723 | ||||||||
Subscriptions, clearing, and execution | 9,682 | 8,627 | 7,296 | ||||||||
Professional fee and other operating | 6,251 | 8,459 | 7,345 | ||||||||
Depreciation and amortization | 318 | 261 | 249 | ||||||||
Total operating expenses | 45,625 | 45,727 | 40,140 | ||||||||
Operating income (loss) | 4,041 | 3,659 | 7,402 | ||||||||
Interest expense, net | 7,584 | 8,487 | 6,178 | ||||||||
Income (loss) from equity method affiliates | (553) | ||||||||||
Income (loss) before income tax expense (benefit) | (4,096) | (4,828) | 1,224 | ||||||||
Income tax expense (benefit) | (523) | (841) | (1,211) | ||||||||
Net income (loss) | (3,573) | (3,987) | 2,435 | ||||||||
Less: comprehensive income (loss) attributable to the non-controlling interest | (1,518) | (1,562) | 461 | ||||||||
Net income (loss) attributable to Cohen & Company Inc. | $ (2,054) | $ (2,463) | $ 2,064 | ||||||||
Basic income (loss) per common share | $ (1.81) | $ (2.14) | $ 1.71 | ||||||||
Weighted average shares outstanding-basic | 1,136,574 | 1,152,073 | 1,206,906 | ||||||||
Diluted income (loss) per common share | $ (1.81) | $ (2.14) | $ 1.60 | ||||||||
Weighted average shares outstanding-diluted | 1,681,173 | 1,684,482 | 2,592,254 | ||||||||
Cohen & Company [Member] | |||||||||||
Total revenues | $ 16,090 | $ 11,267 | $ 11,169 | $ 11,140 | $ 15,621 | $ 12,237 | $ 12,190 | $ 9,338 | $ 1,340 | $ 921 | $ 4,939 |
Compensation and benefits | 6,159 | 7,017 | 6,432 | 6,364 | 6,425 | 7,177 | 6,589 | 5,194 | |||
Business development, occupancy, equipment | 926 | 770 | 895 | 811 | 759 | 725 | 644 | 867 | |||
Subscriptions, clearing, and execution | 2,950 | 2,403 | 2,056 | 2,273 | 2,209 | 2,433 | 2,151 | 1,834 | |||
Professional fee and other operating | 1,942 | 1,440 | 1,190 | 1,679 | 3,855 | 1,483 | 1,379 | 1,742 | |||
Depreciation and amortization | 79 | 80 | 78 | 81 | 85 | 63 | 52 | 61 | |||
Total operating expenses | 12,056 | 11,710 | 10,651 | 11,208 | 13,333 | 11,881 | 10,815 | 9,698 | |||
Operating income (loss) | 4,034 | (443) | 518 | (68) | 2,288 | 356 | 1,375 | (360) | 1,340 | 921 | 4,939 |
Interest expense, net | (2,255) | (1,536) | (1,939) | (1,854) | (2,282) | (2,185) | (2,201) | (1,819) | (4,074) | (4,251) | (4,104) |
Income (loss) from equity method affiliates | (188) | (109) | (248) | (8) | |||||||
Income (loss) before income tax expense (benefit) | 1,591 | (2,088) | (1,669) | (1,930) | 6 | (1,829) | (826) | (2,179) | (2,734) | (3,330) | 835 |
Income tax expense (benefit) | 394 | (170) | (641) | (106) | 418 | (595) | (636) | (28) | (680) | (867) | (1,229) |
Net income (loss) | 1,197 | (1,918) | (1,028) | (1,824) | (412) | (1,234) | (190) | (2,151) | (2,054) | (2,463) | 2,064 |
Less: comprehensive income (loss) attributable to the non-controlling interest | 423 | (702) | (618) | (622) | 6 | (583) | (270) | (677) | |||
Net income (loss) attributable to Cohen & Company Inc. | $ 774 | $ (1,216) | $ (410) | $ (1,202) | $ (418) | $ (651) | $ 80 | $ (1,474) | $ (2,054) | $ (2,463) | $ 2,064 |
Basic income (loss) per common share | $ 0.69 | $ (1.06) | $ (0.36) | $ (1.06) | $ (0.37) | $ (0.57) | $ 0.07 | $ (1.26) | |||
Weighted average shares outstanding-basic | 1,125,311 | 1,143,909 | 1,143,909 | 1,133,166 | 1,117,576 | 1,145,323 | 1,172,919 | 1,172,476 | |||
Diluted income (loss) per common share | $ 0.56 | $ (1.06) | $ (0.36) | $ (1.06) | $ (0.37) | $ (0.57) | $ 0.07 | $ (1.26) | |||
Weighted average shares outstanding-diluted | 2,757,194 | 1,676,318 | 1,676,318 | 1,665,575 | 1,649,985 | 1,677,732 | 1,719,671 | 1,704,885 |