Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 05, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2020 | |
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 | |
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 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | COHN | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 1,246,710 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001270436 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Assets | |||
Cash and cash equivalents | $ 85,454 | $ 8,304 | |
Receivables from brokers, dealers, and clearing agencies | 77,604 | 96,132 | |
Due from related parties | 411 | 466 | |
Other receivables | 17,007 | 46,625 | |
Investments-trading | 375,745 | 307,852 | |
Other investments, at fair value | 10,057 | 14,864 | |
Receivables under resale agreements | 6,014,438 | 7,500,002 | |
Investment in equity method affiliates | 5,789 | 3,799 | |
Goodwill | [1] | 109 | 7,992 |
Right-of-use asset - operating leases | 6,867 | 7,155 | |
Other assets | 3,059 | 8,433 | |
Total assets | 6,596,540 | 8,001,624 | |
Liabilities | |||
Payables to brokers, dealers, and clearing agencies | 201,242 | 241,261 | |
Accounts payable and other liabilities | 81,781 | 20,295 | |
Accrued compensation | 8,360 | 4,046 | |
Trading securities sold, not yet purchased | 114,767 | 77,947 | |
Securities sold under agreements to repurchase | 6,066,372 | 7,534,443 | |
Deferred income taxes | 943 | 1,339 | |
Lease liability - operating leases | 7,391 | 7,693 | |
Redeemable financial instruments | 16,907 | 16,983 | |
Debt | 61,864 | 48,861 | |
Total liabilities | 6,559,627 | 7,952,868 | |
Commitments and contingencies (See note 21) | |||
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 | 27 | |
Common Stock, $0.01 par value per share, 100,000,000 shares authorized, 1,246,710 and 1,1193,624 shares issued and outstanding, respectively, including 86,566 and 73,715 unvested or restricted share awards, respectively | 12 | 12 | |
Additional paid-in capital | 68,622 | 68,714 | |
Accumulated other comprehensive loss | (936) | (915) | |
Accumulated deficit | (37,683) | (34,519) | |
Total stockholders' equity | 30,042 | 33,319 | |
Non-controlling interest | 6,871 | 15,437 | |
Total equity | 36,913 | 48,756 | |
Total liabilities and equity | $ 6,596,540 | $ 8,001,624 | |
[1] | Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common Stock, par value | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 1,246,710 | 1,193,624 |
Common Stock, shares outstanding | 1,246,710 | 1,193,624 |
Common Stock, unvested or restricted share awards | 86,566 | 73,715 |
Voting Non-Convertible Preferred Stock [Member] | ||
Preferred Stock, par value | $ 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 | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Principal transactions and other income | $ (2,406) | $ 414 |
Total revenues | 17,770 | 11,140 |
Operating expenses | ||
Compensation and benefits | 14,134 | 6,364 |
Business development, occupancy, equipment | 756 | 811 |
Subscriptions, clearing, and execution | 2,580 | 2,273 |
Professional fee and other operating | 1,782 | 1,679 |
Depreciation and amortization | 80 | 81 |
Impairment of goodwill | 7,883 | |
Total operating expenses | 27,215 | 11,208 |
Operating income (loss) | (9,445) | (68) |
Non-operating income (expense) | ||
Interest expense, net | (2,605) | (1,854) |
Income (loss) from equity method affiliates | (107) | (8) |
Income (loss) before income tax expense (benefit) | (12,157) | (1,930) |
Income tax expense (benefit) | (372) | (106) |
Net income (loss) | (11,785) | (1,824) |
Less: Net income (loss) attributable to the non-controlling interest | (8,683) | (622) |
Net income (loss) attributable to Cohen & Company Inc. | $ (3,102) | $ (1,202) |
Income (loss) per common share-basic: | ||
Basic income (loss) per common share | $ (2.70) | $ (1.06) |
Weighted average shares outstanding-basic | 1,146,879 | 1,133,166 |
Income (loss) per common share-diluted: | ||
Diluted income (loss) per common share | $ (2.70) | $ (1.06) |
Weighted average shares outstanding-diluted | 3,940,677 | 1,665,575 |
Dividends declared per common share | $ 0.20 | |
Comprehensive income (loss) | ||
Net income (loss) | $ (11,785) | $ (1,824) |
Other comprehensive income (loss) item: | ||
Foreign currency translation adjustments, net of tax of $0 | (100) | 9 |
Other comprehensive income (loss), net of tax of $0 | (100) | 9 |
Comprehensive income (loss) | (11,885) | (1,815) |
Less: comprehensive income (loss) attributable to the non-controlling interest | (8,754) | (619) |
Comprehensive income (loss) attributable to Cohen & Company Inc. | (3,131) | (1,196) |
Net Trading [Member] | ||
Revenues | ||
Total revenue | 18,561 | 8,724 |
Asset Management [Member] | ||
Revenues | ||
Total revenue | $ 1,615 | $ 2,002 |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations And Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Consolidated Statements of Operations And Comprehensive Income/(Loss) [Abstract] | ||
Foreign currency translation adjustments, tax | $ 0 | $ 0 |
Other comprehensive income (loss), tax | $ 0 | $ 0 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Equity - USD ($) $ in Thousands | Preferred Stock [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Preferred Stock [Member] | Common Stock [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Stockholders' Equity [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Total Stockholders' Equity [Member] | Non-controlling Interest [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Non-controlling Interest [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Total |
Balance at Dec. 31, 2018 | $ 5 | $ 12 | $ 68,591 | $ (31,926) | $ (908) | $ 35,774 | $ 6,664 | $ 42,438 | ||||||||
Net income (loss) | (1,202) | (1,202) | (622) | (1,824) | ||||||||||||
Other comprehensive income (loss) | 6 | 6 | 3 | 9 | ||||||||||||
Acquisition / (surrender) of additional units of consolidated subsidiary, net | 133 | (14) | 119 | (119) | ||||||||||||
Equity-based compensation and vesting of shares | 117 | 117 | 55 | 172 | ||||||||||||
Shares withheld for employee taxes | (87) | (87) | (41) | (128) | ||||||||||||
Purchase and retirement of common stock | (65) | (65) | (65) | |||||||||||||
Investment in non-controlling interest | 2,550 | 2,550 | ||||||||||||||
Dividends/Distributions | (290) | (290) | (106) | (396) | ||||||||||||
Balance (Accounting Standards Update 2016-02 [Member]) at Mar. 31, 2019 | $ (20) | $ (20) | $ (20) | |||||||||||||
Balance at Mar. 31, 2019 | 5 | 12 | 68,689 | (33,438) | (916) | 34,352 | 8,384 | 42,736 | ||||||||
Balance at Dec. 31, 2019 | 27 | 12 | 68,714 | (34,519) | (915) | 33,319 | 15,437 | 48,756 | ||||||||
Net income (loss) | (3,102) | (3,102) | (8,683) | (11,785) | ||||||||||||
Other comprehensive income (loss) | (29) | (29) | (71) | (100) | ||||||||||||
Acquisition / (surrender) of additional units of consolidated subsidiary, net | (123) | 8 | (115) | 115 | ||||||||||||
Equity-based compensation and vesting of shares | 46 | 46 | 112 | 158 | ||||||||||||
Shares withheld for employee taxes | (15) | (15) | (39) | (54) | ||||||||||||
Dividends/Distributions | (62) | (62) | (62) | |||||||||||||
Balance at Mar. 31, 2020 | $ 27 | $ 12 | $ 68,622 | $ (37,683) | $ (936) | $ 30,042 | $ 6,871 | $ 36,913 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net income (loss) | $ (11,785) | $ (1,824) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Equity-based compensation | 158 | 172 |
Accretion of income on other investments, at fair value | (78) | (106) |
Realized loss (gain) on other investments, at fair value | (40) | (419) |
(Income) / loss from equity method affiliates | 107 | 8 |
Change in unrealized (gain) loss on other investments, at fair value | 2,735 | 171 |
Depreciation and amortization | 80 | 81 |
Impairment of goodwill | 7,883 | |
Amortization of discount on debt | 166 | 122 |
Deferred tax provision (benefit) | (396) | (114) |
Change in operating assets and liabilities, net: | ||
(Increase) decrease in other receivables | 29,618 | 3,894 |
(Increase) decrease in investments-trading | (67,893) | 15,762 |
(Increase) decrease in other assets | 5,645 | 258 |
(Increase) decrease in receivables under resale agreement | 1,485,564 | 3,121,841 |
Change in receivables from / payables to related parties, net | 55 | 168 |
Increase (decrease) in accrued compensation | 4,314 | (3,310) |
Increase (decrease) in accounts payable and other liabilities | 61,079 | 233 |
Increase (decrease) in trading securities sold, not yet purchased | 36,820 | (21,877) |
Change in receivables from/ payables to brokers, dealers, and clearing agencies | (21,491) | (13,279) |
Increase (decrease) in securities sold under agreements to repurchase | (1,468,071) | (3,111,051) |
Net cash provided by (used in) operating activities | 64,470 | (9,270) |
Investing activities | ||
Purchase of investments-other investments, at fair value | (119) | (408) |
Sales and returns of principal-other investments, at fair value | 2,309 | 5,091 |
Investment in equity method affiliate | (2,097) | (3,775) |
Return from equity method affiliates | ||
Purchase of furniture, equipment, and leasehold improvements | (63) | (20) |
Net cash provided by (used in) investing activities | 30 | 888 |
Financing activities | ||
Proceeds from draws on revolving credit facility | 17,500 | |
Proceeds from non-convertible debt | 4,500 | |
Repayment of debt | (9,163) | |
Proceeds from redeemable financial instruments | 1,268 | |
Cash used to net share settle equity awards | (54) | (128) |
Purchase and retirement of Common Stock | (65) | |
Proceeds from non-controlling interest investment | 2,550 | |
Cohen & Company Inc. dividends | (62) | (61) |
Net cash provided by (used in) financing activities | 12,721 | 3,564 |
Effect of exchange rate on cash | (71) | (5) |
Net increase (decrease) in cash and cash equivalents | 77,150 | (4,823) |
Cash and cash equivalents, beginning of period | 8,304 | 14,106 |
Cash and cash equivalents, end of period | $ 85,454 | $ 9,283 |
Organization And Nature Of Oper
Organization And Nature Of Operations | 3 Months Ended |
Mar. 31, 2020 | |
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 units of 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. The Company The Company is a financial services company specializing in fixed income markets. As of March 31, 2020 , the Company had $2.65 billion in assets under management (“AUM”) of which 79.0% , or $2.10 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 is externally managed by CCFL. The Company’s business is organized into the following three business segments. Capital Markets : The Company’s Capital Markets business segment consists primarily of fixed income sales, trading, matched book 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, residential transition loans, (“RTLs”), 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. |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | 2. BASIS OF PRESENTATION The financial statements of the Company included herein were prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim month periods. All intercompany accounts and transactions have been eliminated in consolidation. The results for the three months ended March 31, 2020 and 2019 are not necessarily indicative of the results for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 . Capitalized terms used herein without definition have the meanings ascribed to them in the Annual Report on Form 10-K for the year ended December 31, 2019 . Effective June 1, 2019, the Company changed its accounting policy regarding the netting of reverse repurchase agreement and repurchase agreement transactions and updated prior periods’ balances to be consistent with this new accounting policy. See note 10. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Adoption of New Accounting Standards I n 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 13. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Under this guidance (subsequently updated with ASU 2018-19, ASU 2019-05, ASU 2019-11 and ASU 2020-02) , the measurement of all expected credit losses for financial assets held at the reporting date is 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 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. The Company adopted the provisions of ASU 2017-04, effective January 1, 2020. The Company recorded an impairment of goodwill for the three months ended March 31, 2020. See note 12. This impairment charge was not the result of the adoption of ASU 2017-04. 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. 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 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 Act (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 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. The Company’s adoption of the provisions of ASU 2018-13, effective January 1, 2020 did not have an effect on the Company’s 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. The Company’s adoption of the provisions of ASU 2018-17, effective January 1, 2020 did not have an effect on the Company’s 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 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. The Company’s adoption of the provisions of ASU 2018-18, effective January 1, 2020 did not have an effect on the Company’s 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. The Company’s adoption of the provisions of ASU 2018-18, effective January 1, 2020 did not have an effect on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04 , Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional guidance to ease the burden in accounting for reference rate reform by providing optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market wide reference rate transition period and will be in effect for a limited time through December 31, 2022. The Company’s adoption of the provisions of ASU 2020-04, effective March 12, 2020 did not have an effect on the Company’s consolidated financial statements. B. Recent Accounting Developments 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. In January 2020 , the FASB issued ASU 2 020-01 , Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . This ASU clarifies certain accounting certain topics impacted by Topic 321 Investments-Equity Securities. These topics include measuring equity securities using the measurement alternative, how the measurement alternative should be applied to equity method accounting, and certain forward contracts and purchased options which would be accounted for under the equity method of accounting upon settlement or exercise. This ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements . C. Fair Value of Financial Instruments The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments. These determinations were based on available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop the estimates and, therefore, these estimates may not necessarily be indicative of the amount the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Refer to note 8 for a discussion of the valuation hierarchy with respect to investments-trading; other investments, at fair value; and derivatives held by the Company. Cash equivalents : Cash equivalents are carried at historical cost, which is assumed to approximate fair value. The estimated fair value measurement of cash equivalents is classified within level 1 of the 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 agreements to repurchase : The liabilities for securities sold under agreements to repurchase are carried at their contracted repurchase price, have short-term maturities, and are repriced frequently or bear market interest rates and accordingly, these contracts are carried at amounts that approximate fair value. The estimated fair value measurements of securities sold under agreements to repurchase are based on observations of actual market activity and are generally classified within level 2 of the 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 and deferred financing costs. However, a substantial portion of the debt was assumed in the Merger and recorded at fair value as of that date. As of March 31, 2020, and December 31, 2019 , the fair value of the Company’s debt was estimated to be $61,501 and $58,635 , respectively. The estimated fair value measurements of the debt are generally based on discounted cash flow models prepared by the Company’s management primarily using discount rates for similar instruments issued to companies with similar credit risks to the Company and are generally classified within level 3 of the value hierarchy. Derivatives : These amounts are carried at fair value. Derivatives may be included as a component of investments-trading; trading securities sold, not yet purchased; and other investments, at fair value. See notes 8 and 9. 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. |
Other Recent Business Transacti
Other Recent Business Transactions Or Events | 3 Months Ended |
Mar. 31, 2020 | |
Other Recent Business Transactions Or Events [Abstract] | |
Other Recent Business Transactions Or Events | 4. OTHER RECENT BUSINESS TRANSACTIONS OR EVENTS ViaNova Capital Group LLC In 2018, the Company formed a wholly-owned subsidiary, ViaNova Capital Group LLC (“ViaNova”), for the purpose of building a residential transition loan (“RTL”) business. RTLs are small balance commercial loans that are secured by first lien mortgages used by professional investors and real estate developers to finance the purchase and rehabilitation of residential properties. On November 20, 2018, ViaNova entered into a Warehousing Credit and Security Agreement with LegacyTexas Bank (the “LegacyTexas Credit Facility” ) 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 support ed the buying, aggregating , and distributing of RTLs performed by the business of ViaNova. On March 19, 2020, ViaNova received a notice of default from LegacyTexas Bank regarding the LegacyTexas Credit Facility, stating that ViaNova’s unrestricted cash balance was less than the amount required. Also, on March 19, 2020, ViaNova received notice from LegacyTexas Bank that the Bank had suspended funding all “Alternative” loans for all of their clients, including the RTL loans that are the subject of the LegacyTexas Credit Facility with LegacyTexas Bank. Since March 19, 2020 ViaNova has repaid all outstanding indebtedness under the LegacyTexas Credit Facility. ViaNova stopped acquiring new RTLs and does not intend to acquire any new RTLs in the future. As of March 31, 2020, the Company had four RTL s and several interest strips representing a par value of $3,034 and a fair value of $2,956 , including the fair value of interest strips held. These RTLs and interest strips are included as a component of investments-trading (see note 7). The Company intends to opportunistically sell these RTLs if possible or allow them to mature. The latest maturity date of the RTLs is January 9, 2021. COVID 19 / Impairment of Goodwill In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States. The spread of COVID-19 has caused significant volatility in domestic and international markets. There is on-going uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies. While the Company cannot fully assess the impact COVID-19 will have on all of its operations at this time, there are certain impacts that the Company has identified: · The unprecedented volatility of the financial markets experienced in March 2020, has caused the Company to operate JVB at a lower level of leverage than prior to the pandemic. Specifically, JVB has reduced the size of its GCF repo operations and the volume of its TBA trading. The Company determined that at its pre-pandemic levels in these businesses, it was exposed to a higher level of counterparty credit risk than it should have and was experiencing too much volatility in its available liquidity to conservatively meet capital requirements and margin calls in these businesses. The Company expects JVB to operate at lower volumes in both these businesses for an indefinite period of time, which could unfavorably impact the operating profitability of JVB. · The financial market volatility, as well as the reduction in volumes in the GCF repo and TBA businesses, that resulted from COVID-19 required the Company to reassess the goodwill it had recorded related to JVB under the guidance of ASC 350. The Company determined that the fair value of JVB was less than the carrying value (including the goodwill). As a result, the Company recorded an impairment loss of $7,883 in the three months ended March 31, 2020. See note 12. · The Company expects that its asset management segment will also be adversely impacted by the pandemic. While it is difficult to determine the extent of the impact at this time, the Company expects that raising capital for new funds may become more challenging. In addition, lower returns earned by funds will adversely impact the Company’s asset management fees and investors’ need for liquidity may result in reductions in AUM. · JVB’s mortgage group’s operations are centered on serving the financial needs of mortgage originators and institutions that invest in mortgage backed securities. Prolonged high unemployment will most likely impact mortgage originations and demand for and supply of mortgage backed securities, which may have a significant unfavorable impact on the revenue earned by JVB’s mortgage group. The Company will likely be impacted by the pandemic in other ways which the Company cannot yet determine. The Company will continue to monitor market conditions and respond accordingly. Subsequent to March 31, t he Company has applied for and received a $2.2 million loan under the Paycheck Protection Program (PPP) of the Coronavirus Aid, Relief, and Economic Security (CARES) Act. See note 26. The 2020 Senior Notes On January 31, 2020, the Operating LLC entered into a Note Purchase Agreement with JKD Capital Partners I LTD, a New York corporation (“JKD Investor”), and RN Capital Solutions LLC, a Delaware limited liability company (“RNCS”). The JKD Investor is owned by Jack DiMaio, the vice chairman of the Company’s board of directors and the Operating LLC’s board of managers, and his spouse. Pursuant to the Note Purchase Agreement, JKD Investor and RNCS each purchased a Senior Promissory Note in the principal amount of $2,250 (for an aggregate investment of $4,500 ). The Senior Promissory Notes bear interest at a fixed rate of 12% per annum and mature on January 31, 2022. On February 3, 2020, pursuant to the Note Purchase Agreement, the Operating LLC used the proceeds received from the issuance of the Senior Promissory Notes to repay in full all amounts outstanding under the Senior Promissory Note, dated September 25, 2019, issued by the Company to Pensco Trust Company, Custodian fbo 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. The Cohen IRA Note was fully paid and extinguished on February 3, 2020. Subsequent to this repayment, $2,400 of the 2019 Senior Notes remain outstanding. See note 17. |
Net Trading
Net Trading | 3 Months Ended |
Mar. 31, 2020 | |
Net Trading [Abstract] | |
Net Trading | 5. NET TRADING Net trading consisted of the following in the periods presented. NET TRADING (Dollars in Thousands) Three Months Ended March 31, 2020 March 31, 2019 Net realized gains (losses) - trading inventory $ 10,443 $ 6,295 Net unrealized gains (losses) - trading inventory (440) 559 Net gains and losses 10,003 6,854 Interest income- trading inventory 2,477 1,615 Interest income - residential transition loans - 15 Interest income-receivables under resale agreements 41,485 37,483 Interest income 43,962 39,113 Interest expense-securities sold under agreements to repurchase (34,766) (36,381) Interest expense-LegacyTexas Credit Facility (39) (5) Interest expense-margin payable (599) (857) Interest expense (35,404) (37,243) Net trading $ 18,561 $ 8,724 Trading inventory includes investments classified as investments-trading as well as trading securities sold, not yet purchased. See note 7. During 2019, RTLs were accounted for at lower of cost or market and included as a component of other assets and the interest income related to those loans was shown separately in the table above. Effective January 1, 2020, in connection with the adoption of ASC 326, the Company began accounting for RTLs at fair value and including them as a component of investments-trading. Therefore, income earned on RTLs is included in interest income-trading inventory in the table above effective January 1, 2020. Also, see note 10 for discussion of receivables under resale agreements and securities sold under agreements to repurchase. See note 6 for discussion of margin payable. See note 17 for discussion of LegacyTexas Credit Facility. |
Receivables From And Payables T
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies | 3 Months Ended |
Mar. 31, 2020 | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies [Abstract] | |
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies | 6. RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES Amounts receivable from brokers, dealers, and clearing agencies consisted of the following. RECEIVABLES FROM BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) March 31, 2020 December 31, 2019 Deposits with clearing agencies $ 250 $ 250 Unsettled regular way trades, net 11,260 12,170 Receivables from clearing agencies 66,094 83,712 Receivables from brokers, dealers, and clearing agencies $ 77,604 $ 96,132 Amounts payable to brokers, dealers, and clearing agencies consisted of the following. PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) March 31, 2020 December 31, 2019 Margin payable $ 201,242 $ 208,441 Due to clearing agent - 32,820 Payables to brokers, dealers, and clearing agencies $ 201,242 $ 241,261 Deposits with clearing agencies represent contractual amounts the Company is required to deposit with its clearing agents. Securities transactions that settle in the regular way are recorded on the trade date, as if they had settled. The related amounts receivable and payable for unsettled securities transactions are recorded net in receivables from or payables to brokers, dealers, and clearing agencies on the Company’s consolidated balance sheets. Receivables from clearing agencies are primarily comprised of (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. Substantially all of the Company’s investments-trading and deposits with clearing agencies serve as collateral for the margin payable. See note 5 for interest expense incurred on margin payable. 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 10. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Financial Instruments [Abstract] | |
Financial Instruments | 7. FINANCIAL INSTRUMENTS Investments—Trading Investments-trading consisted of the following. INVESTMENTS - TRADING (Dollars in Thousands) March 31, 2020 December 31, 2019 U.S. government agency MBS and CMOs $ 218,767 $ 196,146 U.S. government agency debt securities 4,791 14,680 RMBS 14 15 U.S. Treasury securities 6,065 11,105 ABS 1 100 SBA loans 26,073 27,634 Corporate bonds and redeemable preferred stock 31,877 38,503 Foreign government bonds 626 844 Municipal bonds 25,121 13,737 Certificates of deposit 3,575 841 Derivatives 55,780 3,686 Equity securities 99 561 Residential transition loans 2,956 - Investments-trading $ 375,745 $ 307,852 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) March 31, 2020 December 31, 2019 U.S. Treasury securities $ 16,211 $ 16,827 Corporate bonds and redeemable preferred stock 43,937 58,083 Municipal bonds 20 20 Derivatives 54,599 3,017 Trading securities sold, not yet purchased $ 114,767 $ 77,947 The Company manages its exposure to changes in interest rates for the interest rate sensitive securities it holds by entering into offsetting short positions for similar fixed rate securities. See note 5 for realized and unrealized gains recognized on investments-trading. Other Investments, at fair value Other investments, at fair value consisted of the following. OTHER INVESTMENTS, AT FAIR VALUE (Dollars in Thousands) March 31, 2020 Amortized Cost Carrying Value Unrealized Gain / (Loss) Equity securities $ 6,905 $ 5,457 $ (1,448) CLOs 2,557 1,877 (680) U.S. Insurance JV 2,009 2,017 8 SPAC Fund 646 609 (37) Residential loans 126 97 (29) Other investments, at fair value $ 12,243 $ 10,057 $ (2,186) December 31, 2019 Amortized 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 Fund 646 668 22 Residential loans 129 99 (30) Other investments, at fair value $ 14,315 $ 14,864 $ 549 |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 8. FAIR VALUE DISCLOSURES Fair Value Option The Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions of FASB ASC 825. The primary reason for electing the fair value option was to reduce the burden of monitoring the differences between the cost and the fair value of the Company’s investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary in nature and to further remove an element of management judgment. Such financial assets accounted for at fair value include: · securities that would otherwise qualify for available for sale treatment; · investments in equity method affiliates that have the attributes in FASB ASC 946-10-15-2 (commonly referred to as investment companies); and · investments in residential loans. The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the investments for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets. The Company recognized net gains (losses) related to changes in fair value of investments that are included as a component of other investments, at fair value during the three months ended March 31, 2020 and 2019 of $(2,695) and $249 respectively Fair Value Measurements In accordance with FASB ASC 820, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three level 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 FASB ASC 820 are described below. Level 1 Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Financial assets and liabilities whose values are based on one or more of the following: 1. Quoted prices for similar assets or liabilities in active markets; 2. Quoted prices for identical or similar assets or liabilities in non-active markets; 3. Pricing models whose inputs are derived, 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. The following tables present information about the Company’s assets and liabilities measured at fair value as of March 31, 2020 and December 31, 2019 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 March 31, 2020 (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 $ 218,767 $ - $ 218,767 $ - U.S. government agency debt securities 4,791 - 4,791 - RMBS 14 - 14 - U.S. Treasury securities 6,065 6,065 - - ABS 1 - 1 - SBA loans 26,073 - 26,073 - Corporate bonds and redeemable preferred stock 31,877 - 31,877 - Foreign government bonds 626 - 626 - Municipal bonds 25,121 - 25,121 - Certificates of deposit 3,575 - 3,575 - Derivatives 55,780 - 55,780 - Equity securities 99 - 99 - Residential transition loans 2,956 - - 2,956 Total investments - trading $ 375,745 $ 6,065 $ 366,724 $ 2,956 Other investments, at fair value: Equity securities $ 5,457 $ - $ 5,457 $ - CLOs 1,877 - - 1,877 Residential loans 97 - 97 - 7,431 $ - $ 5,554 $ 1,877 Investments measured at NAV (1) 2,626 Total other investments, at fair value $ 10,057 Liabilities Trading securities sold, not yet purchased: U.S. Treasury securities $ 16,211 $ 16,211 $ - $ - Corporate bonds and redeemable preferred stock 43,937 - 43,937 - Municipal bonds 20 - 20 - Derivatives 54,599 - 54,599 - Total trading securities sold, not yet purchased $ 114,767 $ 16,211 $ 98,556 $ - (1) As a practical expedient, the Company uses NAV per share (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Fund. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS 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 per share (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Fund. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the 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. Residential transition loans: The Company uses valuation models prepared by management which are based on an income approach. These models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Fair values based on internal valuation models prepared by the Company’s management are generally classified within level 3 of 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 th eir 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 9. 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 9. 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 presents additional information about assets measured at fair value on a recurring basis and for which the Company has utilized level 3 inputs to determine fair value. LEVEL 3 ROLLFORWARD Three Months Ended March 31, 2020 2019 Beginning of period $ 2,522 $ 2,756 Net trading (78) - Gains & losses (1) (603) (33) Accretion of income (1) 78 106 Purchases 609 - Sales and returns of capital (2,973) (50) Reclassification of RTLs 5,278 - End of period $ 4,833 $ 2,779 Change in unrealized gains / (losses) (2) $ (385) $ (33) (1) Gains and losses and accretion of income on other investments, at fair value are recorded as a component of principal transactions and other income in the consolidated statements of operations. (2) Represents the change in unrealized gains and losses for the period included in earnings for assets held at the end of the reporting period. The following tables provide the quantitative information about level 3 fair value measurements as of March 31, 2020 and December 31, 2019 . QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in Thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant March 31, 2020 Technique Inputs Average Inputs Assets Investments - trading Residential Transition Loans $ 2,956 Discounted Cash Flow Model Yield 15.00% 15.00% Other investments, at fair value CLOs $ 1,877 Discounted Cash Flow Model Yield 20.8% 20.8% - 20.9% Duration-years 10.3 9.3 - 11.3 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, 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% 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. · R TLs : The Company uses a discounted cash flow model to determine the fair value of its investments in RTLs . These loans are short term in nature (generally less than 18 months). Changes in the yield or defaults will have the largest impact on the fair value calculation. 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 NAV 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 FASB ASC 820 have been applied), which are measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019 . FAIR VALUE MEASUREMENTS OF INVESTMENTS IN CERTAIN ENTITIES THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT) (Dollars in Thousands) Fair Value March 31, 2020 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value U.S. Insurance JV (a) $ 2,017 $ 817 N/A N/A SPAC Fund (b) 609 N/A Quarterly after 1 year lock up 90 days $ 2,626 Fair Value December 31, 2019 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value U.S. Insurance JV (a) $ 2,223 $ 817 N/A N/A SPAC Fund (b) 668 N/A Quarterly after 1 year lock up 90 days $ 2,891 N/A Not applicable. (a) The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. (b) The SPAC Fund invests in equity interests of SPACs. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | 9. DERIVATIVE FINANCIAL INSTRUMENTS FASB ASC 815, Derivatives and Hedging (“FASB ASC 815”) , provides for optional hedge accounting. When a derivative is deemed to be a hedge and certain documentation and effectiveness testing requirements are met, reporting entities 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 FASB ASC 815. All of the derivatives that the Company enters into contain master netting arrangements. If certain requirements are met, the offsetting provisions included in FASB ASC 210, Balance Sheet (“ASC 210”), allow (but do not require) the reporting entity to net the asset and liability on the consolidated balance sheets. It is the Company’s policy to present the 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 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 date. 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. 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 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 March 31, 2020 and December 31, 2019 , the Company had no outstanding foreign currency forward 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 March 31, 2020 , the Company had open TBA and other forward MBS purchase agreements in the notional amount of $ 2,090,750 and open TBA and other forward MBS sale agreements in the notional amount of $ 2,212,275 . At December 31, 2019 , the Company had open TBA and other forward agency MBS purchase agreements in the notional amount of $1,773,000 and open TBA and other forward agency MBS sale agreements in the notional amount of $1,874,194 . During March and continuing subsequent to March 31, 2020, the Company reduced its TBA trading activity as a response to the financial market volatility associated with the COVID-19 pandemic. See note 4. As of April 30, 2020, the Company had open TBA and other forward MBS purchase agreements in the notional amount of approximately $1,134,419 and open TBA and other forward MBS sale agreements in the notional amount of approximately $1,252,919 . 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 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 March 31, 2020 , the Company had open forward purchase commitments of $1,725 and open forward sale commitments of $0 . At December 31, 2019 , the Company had open forward purchase commitments of $1,526 and open forward sale commitments of $0 . The following table presents the Company’s derivative financial instruments and the amount and location of the fair value (unrealized gain / (loss)) recognized in the consolidated balance sheets as of March 31, 2020 and December 31, 2019 . DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Balance Sheet Classification March 31, 2020 December 31, 2019 TBAs and other forward agency MBS Investments-trading $ 55,779 $ 3,686 Other extended settlement trades Investments-trading 1 - Foreign currency forward contracts Other investments, at fair value - - TBAs and other forward agency MBS Trading securities sold, not yet purchased (54,599) (3,017) Other extended settlement trades Trading securities sold, not yet purchased - - $ 1,181 $ 669 The following table presents the Company’s derivative financial instruments and the amount and location of the net gain (loss) recognized in the consolidated statements of operations. DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Income Statement Classification Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Foreign currency forward contracts Revenue-principal transactions and other income $ - $ 40 Other extended settlement trades Revenue-net trading 1 (24) TBAs and other forward agency MBS Revenue-net trading (213) 761 $ (212) $ 777 |
Collateralized Securities Trans
Collateralized Securities Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Collateralized Securities Transactions [Abstract] | |
Collateralized Securities Transactions | 10. COLLATERALIZED SECURITIES TRANSACTIONS Matched Book Repo Business The Company enters into rep os and reverse rep os 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 rep o . The Company will borrow money from another counterparty using th e same collateral securities pursuant to a rep o . 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 rep o and reverse rep o where the underlying collateral security represents a pool of newly issued mortgage loans. The borrowers (the reverse rep o counterparties) are generally mortgage originators. The lenders (the rep o counterparties) are a diverse group of the counterparties comprised of banks, insurance companies, and other financial institutions. The Company self-clear s its gestation repo transactions. GCF Repo In October 2017, the Company became 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 rep o 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 rep o counterparties) are a diverse group of financial institutions including hedge funds, registered investment funds, REITs, and other similar counterparties. The lender s (the rep o counterpart ies ) 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. Th is line of credit arrangement was subsequently amended. See note 17 . Other Repo Transactions In addition to the Company’s matched book repo business, the Company may also enter into reverse rep os to acquire securities to cover short positions or as an investment. Additionally, the Company may enter into rep os to finance the Company’s securities positions held in inventory. These rep o and reverse rep o agreements are generally cleared on a bilateral or triparty basis; no clearing broker is involved. These transactions are not matched. Repo Information At March 31, 2020 and December 31, 2019 , the Company held reverse repo s of $ 6,014,438 and $7,500,002 , respectively, and the fair value of collateral received under reverse repo s was $6,167,233 and $7,769,693 , respectively. As of March 31, 2020 and December 31, 2019, the reverse repo balance was comprised of receivables collateralized by securities wit h 30 and 41 counterparties , respectively. At March 31, 2020 and December 31, 2019 , the Company held repo s of $ 6,066,372 and $7,534,443, respectively, and the fair value of securities and cash pledged as collateral under repo s was $6,035,939 and $7,561,978 , respectively. These amounts include collateral for reverse repo s that were re-pledged as collateral for repo s. Intraday and Overnight Lending Facility In conjunction with the Company’s GCF repo business, on October 1 9 , 201 8 , the Company and BONY entered into an intraday lending facility. Th e 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 March 31, 2020 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. For the three months ended March 31, 2020 , the Company received no advances under the intraday lending facility . 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, t he Company does not consider its GCF repo business to be concentrated because the Company’s reverse repo counterparties are comprised of a diverse group of financial institutions. O n 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 repurchase counterparties. The Company conducts this business with a limited number of reverse repo counterparties. As of March 31, 2020 and December 31, 201 9 , the Company’s gestation reverse rep os shown in the tables below represented balances from seven counterparties. Th e Company also has a limited number of rep o counterparties in the gestation repo business . H owever, this is primarily a function of the limited number of reverse re po agreement 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 repo and GCF repo) was $ 6,868 and $1,294 for the three months ended March 31, 2020 and 2019, 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 utilize d this option and present ed repo and reverse repo on a net basis when these conditions were met. As of June 1, 2019, t he 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 repurchase and reverse repo s, 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 March 31, 2020 , the Company had outstanding reverse rep os of $6,014,438 and rep os of $6,066,372 . Included in these amounts are outstanding reverse re pos of $1,473,033 and rep os of $4,570,581, where the FICC was the Company’s counterparty to the transaction and which were subject to a master netting arrangement. As of December 31, 201 9 , the Company had outstanding reverse rep os of $7,500,002 and rep os of $7,534,443 . Included in these amounts are outstanding reverse rep os of $371,025 and rep os of $5,138,712, 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 repo s 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 note 1 4 ) are subject to master netting arrangements. SECURED BORROWINGS (Dollars in Thousands) March 31, 2020 Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government agency MBS (GCF repo) $ 3,923,623 $ 672,974 $ - $ 400,101 $ 4,996,698 MBS (gestation repo) - 1,046,002 - - 1,046,002 SBA loans 23,672 - - - 23,672 $ 3,947,295 $ 1,718,976 $ - $ 400,101 $ 6,066,372 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government agency MBS (GCF repo) $ 828,399 $ 3,824,896 $ 312,087 $ - $ 4,965,382 MBS (gestation repo) - 1,049,056 - - 1,049,056 $ 828,399 $ 4,873,952 $ 312,087 $ - $ 6,014,438 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. 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. 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 |
Investment In Equity Method Aff
Investment In Equity Method Affiliate | 3 Months Ended |
Mar. 31, 2020 | |
Investment in Equity Method Affiliate [Abstract] | |
Investment in Equity Method Affiliate | 11 . INVESTMENT IN EQUITY METHOD AFFILIATE Equity method accounting requires that the Company record its investment in equity method affiliates on the consolidated balance sheets and 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. Those investees 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. See note 24. The following table summarizes the activity and earnings in the Company’s investment that is accounted for under the equity method. INVESTMENTS IN EQUITY METHOD AFFILIATES (Dollars in Thousands) Insurance SPAC AOI CK Capital Total January 1, 2020 $ 3,222 $ 559 $ 18 $ 3,799 Investments / advances - 2,097 - 2,097 Distributions / repayments - - - - Earnings / (loss) realized (306) (31) 230 (107) March 31, 2020 $ 2,916 $ 2,625 $ 248 $ 5,789 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill [Abstract] | |
Goodwill | 12. GOODWILL Goodwill consisted of the following. GOODWILL (Dollars in Thousands) March 31, 2020 December 31, 2019 AFN $ 109 $ 109 JVB - 7,883 Goodwill $ 109 $ 7,992 The Company measures its goodwill impairment on an annual basis or when events indicate that goodwill may be impaired. The Company performs its annual impairment test s of AFN goodwill on October 1 of each year ; and JVB goodwill on January 1 of each year . In the first quarter of 2020, the Company determined that the financial market volatility that resulted from the COVID-19 pandemic was a triggering event that required a reassessment of the goodwill related to JVB. See note 4. The Company concluded there was no triggering event for the goodwill related to AFN. The Company performed a valuation of JVB as of March 31, 2020 by applying equal weighting to both the income approach and the market approach. Under the guidance of FASB ASC 350, the Company determined that the fair value of JVB was less than the carrying value (including the goodwill). As a result, the Company recognized an impairment loss of $7,883 in the three months ended March 31, 2020. The impairment loss is included in the consolidated statements of operations as impairment of goodwill and is reflected as a component of operating expense. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 1 3 . LEASES The Company leases office space and certain computer and related equipment under noncancelable operating leases. 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. The Company adopted the provisions of ASC 842 effective January 1, 2019. At adoption, the Company elected to not restate prior periods and rather record a cumulative effect of accounting change 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 . Rent expense is recognized on a straight-line basis over the lease term and is in included business development, occupancy, and equipment expense. As of March 31, 2020 , all of the leases to which the Company was a party were operating leases. The weighted average remaining term of the leases was 8.2 years. The weighted average discount rate for the leases was 5.36% . Maturities of operating lease liability payments consisted of the following. FUTURE MATURITY OF LEASE LIABILITIES (Dollars in Thousands) As of March 31, 2020 2020 - remaining $ 1,161 2021 1,108 2022 933 2023 950 2024 983 Thereafter 4,094 Total 9,229 Less imputed interest (1,838) Lease obligation $ 7,391 During the three months ended March 31, 2020 , total cash payments of $403 were recorded as a reduction in the operating lease obligation. No cash payments were made to acquire right of use assets. For the three months ended March 31, 2020 and 2019, rent expense, net of sublease income of $79 and $65 , was $378 and $390 , respectively . |
Other Receivables, Other Assets
Other Receivables, Other Assets, Accounts Payable And Other Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Other Receivables, Other Assets, Accounts Payable And Other Liabilities [Abstract] | |
Other Receivables, Other Assets, Accounts Payable And Other Liabilities | 1 4 . OTHER RECEIVABLES, OTHER ASSETS, ACCOUNTS PAYABLE AND OTHER LIABILITIES Other receivables consisted of the following. OTHER RECEIVABLES (Dollars in Thousands) March 31, 2020 December 31, 2019 Cash collateral due from counterparties $ 4,838 $ 41,172 Asset management fees receivable 886 1,159 Accrued interest receivable and dividend receivable 10,521 3,549 Revenue share receivable 115 150 Other receivables 647 595 Other receivables $ 17,007 $ 46,625 When the Company enters into a reverse repo, it obtains collateral in excess of the principal amount of the reverse repo. The Company accepts c ollateral 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 their collateral with a value equal to such increase. In some cases, the Company will return to such reverse repo counterparties 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 fees receivable are of a routine and short-term nature. These amounts are generally accrued monthly and paid on a monthly or quarterly basis. Accrued interest and dividends receivable represent 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 in the table entitled Accounts Payable and Other Liabilities below. Revenue share receivable represents the amount due to the Company for the Company’s share of revenue arrangements 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. Other assets consisted of the following. OTHER ASSETS (Dollars in Thousands) March 31, 2020 December 31, 2019 Deferred costs $ 241 $ 301 Prepaid expenses 1,075 796 Deposits 403 656 Miscellaneous other assets 275 275 Residential transition loans - 5,323 Furniture, equipment, and leasehold improvements, net 899 916 Intangible assets 166 166 Other assets $ 3,059 $ 8,433 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. During 2019, RTLs were accounted for at lower of cost or market and included as a component of other assets. Effective January 1, 2020, in connection with the adoption of ASC 326, the Company began accounting for RTLs at fair value and including them as a component of investments-trading. See note 1 6 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019 for further discussion of the firm’s furniture, equipment, and leasehold improvements. Intangible assets represent the carrying value of the JVB broker-dealer license. Accounts payable and other liabilities consisted of the following. ACCOUNTS PAYABLE AND OTHER LIABILITIES (Dollars in Thousands) March 31, 2020 December 31, 2019 Accounts payable $ 141 $ 362 Redeemable financial instruments accrued interest 814 403 Accrued interest payable 738 711 Accrued interest on securities sold, not yet purchased 882 914 Payroll taxes payable 677 729 Counterparty cash collateral 74,692 9,524 Accrued expense and other liabilities 3,837 7,652 Accounts payable and other liabilities $ 81,781 $ 20,295 aa 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 16. 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. 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 its collateral with a value equal to such increase. 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 10. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2020 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 15. VARIABLE INTEREST ENTITIES As a general matter, a reporting entity must consolidate a variable interest entity (“VIE”) when it is deemed to be the primary beneficiary. The primary beneficiary is the entity that has both (a) the power to direct the matters that most significantly impact the VIE’s financial performance and (b) a significant variable interest in the VIE. 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 March 31, 2020 , there were $ 817 of unfunded commitments to VIEs that the Company has invested in. Other than its investment in these entities, the Company did not provide financial support to these VIEs during the three months ended March 31, 2020 and 2019 and had no liabilities, contingent liabilities, or guarantees (implicit or explicit) related to these VIEs at March 31, 2020 and December 31, 2019. 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 17) 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 March 31, 2020 and December 31, 2019 . CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES (Dollars in Thousands) As of March 31, 2020 As of December 31, 2019 Other Investments, at fair value $ 4,503 $ 5,413 Maximum exposure $ 4,503 $ 5,413 |
Redeemable Financial Instrument
Redeemable Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Redeemable Financial Instruments [Abstract] | |
Redeemable Financial Instruments | 16. REDEEMABLE FINANCIAL INSTRUMENTS Redeemable financial instruments consisted of the following . REDEEMABLE FINANCIAL INSTRUMENTS (Dollars in Thousands) As of March 31, 2020 As of December 31, 2019 JKD Capital Partners I LTD $ 7,957 $ 7,957 DGC Trust / CBF 8,500 8,500 ViaNova Capital Group, LLC 450 526 $ 16,907 $ 16,983 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 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 the Operating LLC’s board of managers, 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 Amendment s 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 both amended on September 25, 2019, and again on December 4, 2019, with each amendment becoming effective October 1, 2019. The amendments included the following amendments to each of the CBF Investment Agreement and the DGC Trust Investment Agreement: (a) T he 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 from the Operating LLC to CBF; and (b) T he term “Investment Return ” under the CBF Investment Agreement was amended to mean an annual return equal to: · for the Annual 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) T he 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 Return 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 , b ut less than or equal to $8,000 , o r (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 amendment. 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. ViaNova 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. In February 2019, New Avenue invested $220 of its portion of the ViaNova Investment (i.e., $250), the remaining $30 is included in due from related parties on the consolidated balance sheets. 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. During the first quarter of 2020, the Company ceased acquiring new RTLs and began an orderly wind down of its RTL business. See note 4. Upon its termination, the remaining redeemable investment balance will be repaid by the Operating LLC to Hancock and New Avenue in accordance with the ViaNova Investment Agreement. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt [Abstract] | |
Debt | 1 7 . DEBT The Company had the following debt outstanding. DETAIL OF DEBT (Dollars in Thousands) Description As of March 31, 2020 As of December 31, 2019 Interest Rate Terms Interest (4) Maturity Non-convertible debt: 12.00% senior note (the "2020 Senior Note") $ 4,500 $ - Fixed 12.00 % January 2022 12.00% senior note (the "2019 Senior Note") 2,400 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) Less unamortized debt issuance costs (631) (703) 14,369 14,297 Junior subordinated notes (3): Alesco Capital Trust I 28,125 28,125 Variable 5.77 % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 5.52 % March 2035 Less unamortized discount (25,030) (25,124) 23,095 23,001 FT Financial Bank, N.A. Credit Facility 17,500 - Variable N/A April 2021 LegacyTexas Credit Facility - 4,777 Variable N/A NA Total $ 61,864 $ 48,861 (1) On September 25, 2019, the Company amended 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 changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature in the 2013 Convertible Notes was removed; (iii) the interest rate 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 in 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 . See note 20 to our Annual Report on Form 10-K for the year ended December 31, 2019. (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 March 31, 2020 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. The 2020 Senior Notes On January 31, 2020, the Operating LLC entered into a Note Purchase Agreement with JKD Capital Partners I LTD, a New York corporation (“JKD Investor”), and RN Capital Solutions LLC, a Delaware limited liability company (“RNCS”). The JKD Investor is owned by Jack DiMaio, the vice chairman of the Company’s board of directors and the Operating LLC’s board of managers, and his spouse. Pursuant to the Note Purchase Agreement, JKD Investor and RNCS each purchased a Senior Promissory Note in the principal amount of $2,250 (for an aggregate investment of $4,500 ). The Senior Promissory Notes bear interest at a fixed rate of 12% per annum and mature on January 31, 2022. On February 3, 2020, pursuant to the Note Purchase Agreement, the Operating LLC used the proceeds received from the issuance of the Senior Promissory Notes to repay in full all amounts outstanding under the Senior Promissory Note, dated September 25, 2019, issued by the Company to Pensco Trust Company, Custodian fbo 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. The Cohen IRA Note was fully paid and extinguished on February 3, 2020. Subsequent to this repayment, $2,400 of the 2019 Senior Notes remain outstanding. The 2019 Senior Notes On September 25, 2019, the Company amended and restated the previously outstanding 2013 Convertible Notes, which was 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 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 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”. 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 supported the purchasing, aggregating, and distribution of residential transition loans by ViaNova. On March 19, 2020, ViaNova received a notice of default from LegacyTexas Bank regarding the LegacyTexas Credit Facility, stating that ViaNova’s unrestricted cash balance was less than the amount required. Also, on March 19, 2020, ViaNova received notice from LegacyTexas Bank that the Bank had suspended funding all “Alternative” loans for all of their clients, including the RTLs that are the subject of the LegacyTexas Credit Facility with LegacyTexas Bank. Since March 19, 2020 ViaNova has repaid all outstanding indebtedness under the Agreement. ViaNova stopped acquiring new RTLs and does not intend to acquire any new RTLs in the future. See note 4. See note 20 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of the Company’s other debt. FT Financial Bank, N.A. (“FT Bank”) Credit Facility The credit facility with FT Bank has a total borrowing capacity of $25,000 . It is comprised of a revolving credit facility (the “2019 FT Revolver”) which has a total borrowing capacity of $17,500 and a line of credit (the “2018 FT LOC”), which has a total borrowing capacity of $7,500 . Both mature on April 10, 2021. However, the 2019 FT Revolver does not allow for additional draws after April 10, 2020. During March 2020, the Company drew the full amount of $17,500 under the 2019 FT Revolver and that amount remains outstanding to date. If the Company were to repay the $17,500 currently outstanding, it would not be able to re-draw that amount again under the 2019 FT Revolver in the future. Furthermore, JVB is subject to financial covenants including a minimum excess net capital covenant, a debt to tangible net worth covenant, and a minimum tangible net worth covenant. See note 20 to Company’s 2019 audited financial statements included in its annual report on Form 10-K. The Company is currently working to extend the draw period and the maturity of the 2019 FT Revolver and the 2018 FT LOC. Interest Expense, net INTEREST EXPENSE (Dollars in Thousands) Three Months Ended March 31, 2020 2019 Junior subordinated notes $ 821 $ 880 2020 Senior Notes 89 - 2017 Convertible Note 371 360 2013 Convertible Notes / 2019 Senior Notes 119 133 2018 FT LOC/2019 FT Revolver 152 92 Redeemable Financial Instrument - DGC Trust / CBF 690 148 Redeemable Financial Instrument - JKD Capital Partners I LTD 440 278 Redeemable Financial Instrument - ViaNova Capital Group, LLC (77) (37) $ 2,605 $ 1,854 Because the LegacyTexas Credit Facility was used to directly finance the purchase of securities and loans, the interest expense incurred on the Legacy Texas Credit Facility is included as a component of net trading revenue. See note 5. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | 18. EQUITY Stockholders’ Equity Common Equity : The following table reflects the activity for the three months ended March 31, 2020 related to the number of shares of unrestricted Common Stock that the Company had issued. Common Stock Shares December 31, 2019 1,119,909 Vesting of shares 55,278 Shares withheld for employee taxes and retired (15,043) March 31, 2020 1,160,144 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 there of to vote the Series E Preferred Stock on all matters presented to the Company’s stockholders. For every ten shares of Series E Preferred Stock, the holders 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 issued and outstanding as of March 31, 2020 , For a more detailed description of these shares see note 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 . Series F Voting Non-Convertible Preferred Stock : On December 23, 2019, the Company’s board of directors adopted a resolution that reclassified 25,000,000 authorized but unissued shares of Preferred Stock, par value $0.001 per share, of the Company as a series of Preferred Stock designated as Series F Voting Non-Convertible Preferred Stock (“Series F Preferred Stock”). Pursuant to the Securities Purchase Agreement (the “SPA”), dated December 30, 2019, by and among the Company, the Operating LLC, Daniel G. Cohen, and The DGC Family FinTech Trust (the “DGC Trust”), 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 Series F Preferred Stock have substantially the same rights as the Series E Preferred Stock. The holders of the Series F Preferred Stock are not entitled to receive any dividends or distributions (whether in cash, stock or property of the Company). 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 Company is required or permitted. Each outstanding share of Series F Preferred Stock entitles the holder to one vote for every ten shares of Series F Preferred Stock on each matter submitted to the holders for their vote. 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. For a more detailed description of these shares see note 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. 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. This 2016 Rights Agreement expired in accordance with its terms on December 31, 2019. On March 10, 2020, the Company entered into a new Section 382 Rights Agreement (the “Rights Agreement”) with Computershare Inc., as rights agent (the “Rights Agent”). The Rights Agreement provided for a distribution of one preferred stock purchase right (each, a “Right,” and collectively, the “Rights”) for each share of the Company’s common stock outstanding to stockholders of record at the close of business on March 20, 2020 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company a unit (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 (the “Series C Preferred Stock”), at a purchase price of $100.00 per Unit (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding or, in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry Shares”) by notation in book entry (which certificates for Common Stock and Book Entry Shares shall be deemed also to be certificates for Rights), and no separate Rights certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a “Distribution Date” will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons has become an “Acquiring Person” (as defined below) (the “Stock Acquisition Date”) and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Pursuant to the Rights Agreement, an “Acquiring Person” means any person or entity who or which, together with all affiliates and associates of such person or entity, is the beneficial owner of 4.95% or more of the shares of Common Stock then outstanding, but does not include the Company or any “Exempted Person” (as defined below). Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates after the Record Date will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, an “Exempted Person” is any person or entity who, together with all affiliates and associates of such person or entity, was or could become, as of March 10, 2020, the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common Stock outstanding as of March 10, 2020. However, any such person or entity will no longer be deemed to be an Exempted Person and shall be deemed an Acquiring Person under the Rights Agreement if such person or entity, together with all affiliates and associates of such person or entity, becomes the beneficial owner (and so long as such person continues to be the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock) of additional shares of Common Stock, except (x) pursuant to equity compensation awards granted to such person or entity by the Company or options or warrants outstanding and beneficially owned by such person or entity as of March 10, 2020, or as a result of an adjustment to the number of shares of Common Stock represented by such equity compensation award pursuant to the terms thereof; or (y) as a result of a stock split, stock dividend or the like. In addition, any person or entity who, together with all affiliates and associates of such person or entity, becomes the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common Stock then outstanding as a result of a purchase by the Company or any of its subsidiaries of shares of Common Stock will also be an “Exempted Person.” However, any such person will no longer be deemed to be an Exempted Person and will be deemed to be an Acquiring Person if such person, together with all affiliates and associates of such person, becomes the beneficial owner, at any time after the date such person became the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock, of additional shares of Common Stock, except if such additional securities are acquired (x) pursuant to the exercise of options or warrants to purchase Common Stock outstanding and beneficially owned by such person as of the date such person became the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock or as a result of an adjustment to the number of shares of Common Stock for which such options or warrants are exercisable pursuant to the terms thereof, or (y) as a result of a stock split, stock dividend or the like. In addition, the Rights Agreement defines the term “Exempted Person” to also include any person or entity who, together with all affiliates and associates of such person or entity, is the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common Stock outstanding, and whose beneficial ownership would not, as determined by the Company’s board of directors, jeopardize or endanger the availability of the Company of its deferred tax assets. However, any such person or entity will cease to be an Exempted Person if (x) such person or entity ceases to beneficially own 4.95% or more of the shares of the then outstanding Common Stock or (y) the Company’s board of directors makes a contrary determination with respect to the effect of such person’s or entity’s beneficial ownership (together with all affiliates and associates of such person) with respect to the availability to the Company of its deferred tax assets. Pursuant to the Rights Agreement, a purchaser, assignee or transferee of the shares of Common Stock (or options or warrants exercisable for Common Stock) from an Exempted Person will not be considered an Exempted Person, except that a transferee from the estate of an Exempted Person who receives Common Stock as a bequest or inheritance from an Exempted Person will be an Exempted Person so long as such transferee continues to be the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock. The Rights are not exercisable until the Distribution Date and will expire on the earliest of (i) the close of business on December 31, 2023, (ii) the time at which the Rights are redeemed pursuant to the Rights Agreement, (iii) the time at which the Rights are exchanged pursuant to the Rights Agreement, (iv) the repeal of Section 382 of the Code or any successor statute if the Company’s board of directors determines that the Rights Agreement is no longer necessary or desirable for the preservation of certain tax benefits, and (v) the beginning of a taxable year of the Company to which the Company’s board of directors determines that certain tax benefits may not be carried forward. At no time will the Rights have any voting power. Except as otherwise determined by the Company’s board of directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. Pursuant to the Rights Agreement, in the event that a person or entity becomes an Acquiring Person, each other holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company), having a value equal to two times the exercise price of the Right. The exercise price is the Purchase Price times the number of Units associated with each Right (initially, one). For example, at an exercise price of $100.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $200.00 worth of Common Stock (or other consideration, as noted above) for $100.00. If the Common Stock at the time of exercise had a market value per share of $20.00 , the holder of each valid Right would be entitled to purchase ten (10) shares of Common Stock for $100.00. Notwithstanding any of the foregoing, following the occurrence of a person or entity becoming an Acquiring Person (the “Flip-In Event”), all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by such Acquiring Person will be null and void. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation; (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock is changed or exchanged; or (iii) 50% or more of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) will thereafter have the right to receive, upon exercise of the Right, common stock of the acquiring company having a value equal to two times the exercise price of the Right. However, Rights are not exercisable following the occurrence of a Flip-In Event until such time as the Rights are no longer redeemable by the Company as set forth below. The Purchase Price payable, and the number of Units of Series C Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series C Preferred Stock, (ii) if holders of the Series C Preferred Stock are granted certain rights or warrants to subscribe for Series C Preferred Stock or convertible securities at less than the current market price of the Series C Preferred Stock, or (iii) upon the distribution to holders of the Series C Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series C Preferred Stock on the last trading date prior to the date of exercise. At any time after the Stock Acquisition Date, the Company may exchange all or part of the Rights (other than Rights owned by an Acquiring Person) for Common Stock at an exchange ratio equal to (i) a number of shares of Common Stock per Right with a value equal to the spread between the value of the number of shares of Common Stock for which the Rights may then be exercised and the Purchase Price or (ii) if prior to the acquisition by the Acquiring Person of 50% or more of the then outstanding shares of Common Stock, one share of Common Stock per Right (subject to adjustment). At any time until ten days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Immediately upon the action of the Company’s board of directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company as set forth above or in the event the Rights are redeemed. 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 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 Cohen & Company Inc. issues its Common Stock to employees under existing equity compensation plans. In certain cases, the UIS Agreement calls for Cohen & Company Inc. to surrender units to the Operating LLC when certain restricted shares are forfeited by the employee or repurchased by the Company. During the three months ended March 31, 2020 , Cohen & Company Inc. received and surrendered units of the Operating LLC. The following table displays the amount of units surrendered (net of receipts) by Cohen & Company Inc. Operating LLC Membership Units Units related to UIS Agreement 402,350 Total 402,350 The Company recognized a net decrease in additional paid in capital of $123 and a net increase in AOCI of $8 with an offsetting increase in non-controlling interest of $115 in connection with the acquisition and surrender of additional units of the Operating LLC. The following schedule presents the effects of changes in Cohen & Company Inc.’s ownership interest in the Operating LLC on the equity attributable to Cohen & Company Inc. for the three months ended March 31, 2020 and 2019 . Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 Net income / (loss) attributable to Cohen & Company Inc. $ (3,102) $ (1,202) Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company, Inc. paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net (123) 133 Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from the non-controlling interest $ (3,225) $ (1,069) Repurchases of Shares and Retirement of Treasury Stock On March 19, 2018, the Company entered into a letter agreement (the “10b-5 Plan”) with Sandler O’Neill & Partners, L.P. (the “Agent”). The 10b-5 Plan was in effect from March 19, 2018 until March 19, 2019 and was not renewed. Pursuant to the 10b5-1 Plan, the Agent agreed to use its commercially reasonable efforts to purchase , on the Company’s behalf, up to an aggregate maximum of $2,000 of Common Stock on any day that the NYSE American Stock Exchange was open for business. Pursuant to the 10b5-1 Plan, purchases of Common Stock may be made in public and private transactions and had to comply with Rule 10b-18 under the Exchange Act. The 10b5-1 Plan was designed to comply with Rule 10b5-1 under the Exchange Act. During the three months ended March 31 , 2019, the Company repurchased 7,890 shares in the open market pursuant to the 10b5-1 Plan for a total purchase price of $65 . All of the repurchases noted above were completed using cash on hand. The Company currently has no 10b5-1 Plan in place. Non-Controlling Interest Securities Purchase Agreement – Purchase of IMXI shares On December 30, 2019 (the “SPA Effective Date”), the Company entered into the SPA, pursuant to which 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 $0.00001 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 stock. 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 662,361 shares of IMXI common stock 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 chief executive officer and member of the board of directors of the special purpose acquisition company. The SPA contains customary representations and warranties on the part of each of the Operating LLC, the Company, Daniel G. Cohen, and the DGC Trust. The 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 ten 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 board of directors 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 have 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 note 24. |
Net Capital Requirements
Net Capital Requirements | 3 Months Ended |
Mar. 31, 2020 | |
Net Capital Requirements [Abstract] | |
Net Capital Requirements | 19 . NET CAPITAL REQUIREMENTS JVB is subject to the net capital provision of Rule 15c3-1 under the Exchange Act, which requires the maintenance of minimum net capital, as defined therein. As of March 31, 2020 , JVB’s adjusted net capital was $ 56,517 which exceeded the minimum requirements by $55,632 . CCFEL, a subsidiary of the Company regulated by the Central Bank of Ireland (“CBI”), is subject to certain regulatory capital requirements in accordance with the Capital Requirements Regulation 575/2013 and applicable CBI requirements. As of March 31, 2020 , the total minimum required net capital was $945 , and actual net capital in CCFEL was $2,194 , which exceeded the minimum requirements by $1,249 and was in compliance with the net liquid capital provisions. CCFL, a subsidiary of the Company and an entity regulated by the FCA, is subject to the net liquid capital provision of the Financial Services and Markets Act 2000, GENPRU 2.140R to 2.1.57R, relating to financial prudence with regards to the European Investment Services Directive and the European Capital Adequacy Directive, which requires the maintenance of minimum liquid capital, as defined therein. As of March 31, 2020 , the total minimum required net liquid capital was $ 145 , and net liquid capital in CCFL was $627 , which exceeded the minimum requirements by $ 482 and was in compliance with the net liquid capital provisions. |
Earnings _ (Loss) Per Common Sh
Earnings / (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings / (Loss) Per Common Share [Abstract] | |
Earnings / (Loss) Per Common Share | 20 . EAR NINGS / (Loss) PER COMMON SHARE The following table presents a reconciliation of basic and diluted earnings / (loss) per common share for the periods indicated. EARNINGS / (LOSS) PER COMMON SHARE (Dollars in Thousands, except share or per share information) Three Months Ended March 31, 2020 2019 Net income / (loss) attributable to Cohen & Company Inc. $ (3,102) $ (1,202) Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1) (8,523) (622) Add / (deduct): Adjustment (2) 966 53 Net income / (loss) on a fully converted basis $ (10,659) $ (1,771) Weighted average common shares outstanding - Basic 1,146,879 1,133,166 Unrestricted Operating LLC membership units exchangeable into Cohen & Company , Inc. shares (1) 2,793,798 532,409 Weighted average common shares outstanding - Diluted (3) 3,940,677 1,665,575 Net income / (loss) per common share - Basic $ (2.70) $ (1.06) Net income / (loss) per common share - Diluted $ (2.70) $ (1.06) (1) The Operating LLC units of membership interest 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 because the Company would have incurred a higher income tax expense or realized a higher income tax benefit, as applicable, if the Operating LLC units of membership interests had been converted at the beginning of the period. (3) Potentially diluted securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Three Months Ended March 31, 2020 2019 2017 Convertible Note 1,034,483 1,034,483 2013 Convertible Notes - 565,469 Restricted Common Stock 30,466 44,176 Restricted Operating LLC units 15,424 15,006 1,080,373 1,659,134 |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 2 1 . COMMITMENTS AND CONTINGENCIES 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-dealer s, 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’s response to the motion was due on November 15, 2019 and JVB filed a reply brief on November 26, 2019. On April 29, 2020, the Court issued a ruling denying the motions to dismiss filed by each of the defendants. The Company intends to defend the action vigorously. In addition to the matter set forth above, the Company is a party to various routine legal proceedings and regulatory inquiries arising out of the ordinary course of the Company’s business. Management believes that the results of these routine legal proceedings 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 | 3 Months Ended |
Mar. 31, 2020 | |
Segment And Geographic Information [Abstract] | |
Segment And Geographic Information | 22. SEGMENT AND GEOGRAPHIC INFORMATION Segment Information The Company operates within three business segments: Capital Markets, Asset Management, and Principal Investing. See note 1. The Company’s business segment information was prepared using the following methodologies and generally represents the information that is relied upon by management in its decision- making processes: (a) Revenues and expenses directly associated with each business segment are included in determining net income / (loss) by segment, and (b) Indirect expenses (such as general and administrative expenses including executive and indirect overhead costs) not directly associated with specific business segments are not allocated to the business segments’ statements of operations. Accordingly, the Company presents segment information consistent with internal management reporting. See note (1) in the table below for more detail on unallocated items. The following tables present the financial information for the Company’s segments for the periods indicated. SEGMENT INFORMATION Statement of Operations Information Three Months Ended March 31, 2020 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 18,561 $ - $ - $ 18,561 $ - $ 18,561 Asset management - 1,615 - 1,615 - 1,615 Principal transactions and other income 9 116 (2,531) (2,406) - (2,406) Total revenues 18,570 1,731 (2,531) 17,770 - 17,770 Salaries/Wages 11,910 1,117 - 13,027 1,107 14,134 Other Operating Expense 3,277 477 50 3,804 1,394 5,198 Impairment of goodwill 7,883 - - 7,883 - 7,883 Total operating expenses 23,070 1,594 50 24,714 2,501 27,215 Operating income (loss) (4,500) 137 (2,581) (6,944) (2,501) (9,445) Interest income (expense) (75) - - (75) (2,530) (2,605) Income (loss) from equity method affiliates - 200 (307) (107) - (107) Income (loss) before income taxes (4,575) 337 (2,888) (7,126) (5,031) (12,157) Income tax expense (benefit) - - - - (372) (372) Net income (loss) (4,575) 337 (2,888) (7,126) (4,659) (11,785) Less: Net income (loss) attributable to the non-controlling interest - - - - (8,683) (8,683) Net income (loss) attributable to Cohen & Company Inc. $ (4,575) $ 337 $ (2,888) $ (7,126) $ 4,024 $ (3,102) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 4 $ 1 $ - $ 5 $ 75 $ 80 SEGMENT INFORMATION Statement of Operations Information Three Months Ended March 31, 2019 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 8,724 $ - $ - $ 8,724 $ - $ 8,724 Asset management - 2,002 - 2,002 - 2,002 Principal transactions and other income 1 97 316 414 - 414 Total revenues 8,725 2,099 316 11,140 - 11,140 Salaries/Wages 4,547 1,122 - 5,669 695 6,364 Other Operating Expense 2,911 693 100 3,704 1,140 4,844 Impairment of goodwill - - - - - - Total operating expenses 7,458 1,815 100 9,373 1,835 11,208 Operating income (loss) 1,267 284 216 1,767 (1,835) (68) Interest (expense) income (55) - - (55) (1,799) (1,854) Income (loss) from equity method affiliates - - (8) (8) - (8) Income (loss) before income taxes 1,212 284 208 1,704 (3,634) (1,930) Income tax expense (benefit) - - - - (106) (106) Net income (loss) 1,212 284 208 1,704 (3,528) (1,824) Less: Net income (loss) attributable to the non-controlling interest - - - - (622) (622) Net income (loss) attributable to Cohen & Company Inc. $ 1,212 $ 284 $ 208 $ 1,704 $ (2,906) $ (1,202) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 5 $ 1 $ - $ 6 $ 75 $ 81 (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 March 31, 2020 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 6,564,241 $ 1,348 $ 15,873 $ 6,581,462 $ 15,078 $ 6,596,540 Included within total assets: Investment in equity method affiliates $ - $ - $ 5,789 $ 5,789 $ $ 5,789 Goodwill (2) $ 54 $ 55 $ - $ 109 $ - $ 109 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 BALANCE SHEET DATA 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: Investment 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 (1) Unallocated assets primarily include: (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets. Such amounts are excluded in business segment reporting to the chief operating decision maker. (2) Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above. Geographic Information The Company conducts its business activities through offices in the following locations: (1) United States and (2) United Kingdom and Other. Total revenues by geographic area are summarized as follows. GEOGRAPHIC DATA (Dollars in Thousands) Three Months Ended March 31, 2020 2019 Total Revenues: United States $ 16,942 $ 10,082 Europe & Other 828 1,058 Total $ 17,770 $ 11,140 Long-lived assets attributable to an individual country, other than the United States, are not material. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Disclosure [Abstract] | |
Supplemental Cash Flow Disclosure | 23 . SUPPLEMENTAL CASH FLOW DISCLOSURE Interest paid by the Company on its debt and redeemable financial instruments was $ 2,033 and $ 2,070 for the three months ended March 31, 2020 and 2019 , respectively. The Company paid income taxes of $ 4 and $ 4 for the three months ended March 31, 2020 and 2019 , respectively. The Company received income tax refunds of $48 for the three months ended March 31, 2019 . For the three months ended March 31, 2020 , 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 membership interests the Operating LLC . The Company recognized a net decrease in additional paid-in capital of $ 123 , a net increase of $ 8 in AOCI, and a increase of $ 115 in non-controlling interest. See note 18. · 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 $76 . See note 16. F or the three months ended March 31, 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 membership interests in the Operating LLC. The Company recognized a net increase in additional paid-in capital of $133, a net decrease of $14 in AOCI, and a decrease of $119 in non-controlling interest. See note 18. · 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 $37 . · The Company recognized an accrual of $335 in accounts payable and other accrued liabilities for dividends and distributions declared on March 6, 2019, which were paid after March 31, 2019. · 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 2. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 24 . RELATED PARTY TRANSACTIONS The Company has identified the following related party transactions for the three months ended March 31, 2020 and 2019 . 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 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, or commission earned) by the Company for the entire transaction in the amounts disclosed as part of net trading in the table at the end of this section. From time to time, the Company will enter into repos with TBBK as its counterparty. As of March 31, 2020 and December 31, 2019 , the Company had no repos with TBBK. For the three months ending March 31, 2020 , and 2019, the Company incurred no interest expense related to repos with TBBK as its counterparty. B. Daniel G. Cohen/Cohen Bros. Financial, LLC (“CBF”)/ EBC 2013 Family Trust (“EBC”) On December 30, 2019, Daniel G. Cohen contributed 370,881 shares of IMXI common stock to the Operating LLC. In exchange for these shares, the Operating LLC issued 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 common stock in other investments at fair value. See note 11. In December 2019, the Company acquired a 45% interest in CK Capital Partners B.V. (“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 Amersfoot Office Investment I Cooperatief U.A. (“AOI”), a real estate holding company, for $1 from entities controlled by Daniel G. Cohen. CK Capital is a private company incorporated in the Netherlands and provides asset and investment advisory services relating to real estate holdings. See note 11. 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 $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 16 and 17. 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 Common Stock to EBC. See note 20 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. On September 25, 2019, the 2013 Convertible Notes were amended and restated by the 2019 Senior Notes. See note 17. 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. See note 17 for a description of amendments related to the 2019 Senior Notes and 2013 Convertible 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. The 2019 Senior Notes were fully repaid on February 3, 2020. See note 17 and note 20 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. D. JKD Investor The JKD Investor is an entity owned by Jack J. DiMaio, the vice chairman of the board of directors and vice chairman of the Operating LLC’s board of managers, and his spouse. On October 3, 2016, JKD Investor invested $6,000 in the Operating LLC. Additional investments were made in January 2017 and January 2019 in the amounts of $1,000 and $1,268 respectively. See note 16. The interest expense incurred on this investment is disclosed in the table at the end of this section. On January 31, 2020, JKD Investor purchased $2,250 of the 2020 Senior Notes. See note 17. The Company incurred interest expense on this debt, which is disclosed as part of interest expense incurred in the tale at the end of this section. 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 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 DGC Trust a related party because it was established by Daniel G. Cohen. On December 30, 2019, the DGC Trust contributed 291,480 shares of IMXI common stock with a fair value of $3,428 to the Operating LLC. In exchange 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 shares of IMXI common stock in other investments, at fair value. See note 18. In March 2017, the 2017 Convertible Note was issued to the DGC Trust. 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 invested $2,000 of the $10,000 total investment in the Company’s Redeemable Financial Instrument – DGC Trust / CBF pursuant to the DGC Trust Investment Agreement. See notes 19 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and note 16 herein. Interest incurred on this instrument is disclosed in the tables at the end of this section. F. FinTech Acquisition Corp. III In December 2018, the Operating LLC entered into an agreement with FinTech Acquisition Corp. III whereby the Company will provide certain accounting and administrative services. FinTech Acquisition Corp. III is considered a related party because Daniel G. Cohen is the chief executive officer of FinTech Acquisition Corp, 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 this agreement to not redeem these shares prior to the merger, as well as the outlay of capital to purchase the publicly traded shares of FinTech Acquisition Corp. II, the Operating LLC received unregistered, restricted shares of common stock of FinTech Acquisition Corp. II from FinTech Investor Holdings II, LLC. In connection with the merger, FinTech Acquisition Corp. II changed its name to International Money Express, Inc. H. 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 are included within professional fees and operating expense in the consolidated statements of operations and comprehensive income and are disclosed in the table below. I. FinTech Masala, LLC FinTech Masala, LLC is a related party because Betsy Cohen is the mother of Daniel G. Cohen and 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 shall continue until the earlier of (i ) the date that is thirty days following the closing of the Insurance SPAC’s initial B usiness C ombination 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 sheet. 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 income statement 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 received 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. J. Investment Vehicle and Other EuroDekania EuroDekania is considered a related party because it is 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 Fund The SPAC Fund is considered a related party because it is an equity method investment 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 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. As of March 31, 2020 , the Company owned 2.53% 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 of the Company. The Company has an investment in and a management contract with the U.S. Insurance JV. 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 and are shown in the tables below. As of March 31, 2020 , the Company owned 4.66% 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 March 31, 2020 , 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 under this facility. See note 11. 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 Note 11. The following tables display the routine transactions recognized in the statements of operations from the identified related parties that are described above. Related Party Transactions (Dollars in Thousands) Three Months Ended March 31, 2020 March 31, 2019 Net trading TBBK $ - $ 2 Asset management EuroDekania - 86 SPAC Fund (47) 31 U.S. Insurance JV 90 80 $ 43 $ 197 Principal transactions and other income EuroDekania - 291 FinTech Acquisition Corp. 3 3 Insurance SPAC 30 4 SPAC Fund (59) 24 U.S. Insurance JV (167) 39 $ (193) $ 361 Income (loss) from equity method affiliates AOI (30) - CK Capital 230 - Insurance SPAC (307) (8) $ (107) $ (8) Operating expense (income) Duane Morris 319 101 FinTech Masala, LLC (11) (6) $ 308 $ 95 Interest expense (income) CBF 528 119 DGC Trust 533 390 EBC 72 47 Edward E. Cohen IRA 48 87 JKD Investor 484 278 $ 1,665 $ 921 The following related party transactions are non-routine and are not included in the tables above. K. Directors and Employees The Company has entered into employment agreements with Daniel G. Cohen and Joseph W. Pooler, Jr., its chief financial officer. The Company has entered into its standard indemnification agreement with each of its directors and executive officers. The Company maintains a 401(k) savings plan covering substantially all of its employees. The Company matches 50% of employee contributions for all participants not to exceed 3% of their salary. Contributions made on behalf of the Company were $98 and $91 for the three months ended March 31, 2020 , and 2019, respectively. The Company leases office space from Zucker and Moore, LLC. Zucker and Moore, LLC is partially owned by Jack DiMaio, Jr., the vice chairman of the Company’s board of directors. The Company recorded $24 of rent expense related to this office space for the three months ended March 31, 2020 and 2019. |
Due From _ Due To Related Parti
Due From / Due To Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Due From / Due To Related Parties [Abstract] | |
Due From / Due To Related Parties | 25 . 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 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 amounts due from / to related parties as of each date shown. These amounts may result from normal operating advances, employee advances, or from timing differences between the transactions disclosed in note 24 and final settlement of those transactions in cash. All amounts are primarily non-interest bearing. DUE FROM/DUE TO RELATED PARTIES (Dollars in Thousands) March 31, 2020 December 31, 2019 Employees & other $ 411 $ 466 Due from related parties $ 411 $ 466 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 26 . SUBSEQUENT EVENTS The Company has applied for and received a $2.2 million loan under the Paycheck Protection Program (PPP) of the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The Company has carefully considered the eligibility requirements for PPP loans as well as supplemental guidance regarding the PPP beyond the applicable statute issued from time to time by government agencies and certain government officials. The Company is eligible to receive a PPP loan because it has fewer than 100 employees. Further, although the Company is public and listed on the NYSE American stock exchange, the Company’s market capitalization is small, and the Company believes that it does not have access to the public capital markets at this time. In part due to the PPP loan, the Company does not anticipate any significant workforce reduction or reductions in compensation levels in the near future. However, the Company will continue to carefully monitor revenue levels to assess whether compensatory or other cost-cutting measures might be necessary. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2020 | |
Summary Of Significant Accounting Policies [Abstract] | |
Adoption Of New Accounting Standards | A. Adoption of New Accounting Standards I n 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 13. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Under this guidance (subsequently updated with ASU 2018-19, ASU 2019-05, ASU 2019-11 and ASU 2020-02) , the measurement of all expected credit losses for financial assets held at the reporting date is 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 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. The Company adopted the provisions of ASU 2017-04, effective January 1, 2020. The Company recorded an impairment of goodwill for the three months ended March 31, 2020. See note 12. This impairment charge was not the result of the adoption of ASU 2017-04. 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. 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 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 Act (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 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. The Company’s adoption of the provisions of ASU 2018-13, effective January 1, 2020 did not have an effect on the Company’s 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. The Company’s adoption of the provisions of ASU 2018-17, effective January 1, 2020 did not have an effect on the Company’s 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 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. The Company’s adoption of the provisions of ASU 2018-18, effective January 1, 2020 did not have an effect on the Company’s 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. The Company’s adoption of the provisions of ASU 2018-18, effective January 1, 2020 did not have an effect on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04 , Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional guidance to ease the burden in accounting for reference rate reform by providing optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market wide reference rate transition period and will be in effect for a limited time through December 31, 2022. The Company’s adoption of the provisions of ASU 2020-04, effective March 12, 2020 did not have an effect on the Company’s consolidated financial statements. |
Recent Accounting Developments | B. Recent Accounting Developments 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. In January 2020 , the FASB issued ASU 2 020-01 , Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . This ASU clarifies certain accounting certain topics impacted by Topic 321 Investments-Equity Securities. These topics include measuring equity securities using the measurement alternative, how the measurement alternative should be applied to equity method accounting, and certain forward contracts and purchased options which would be accounted for under the equity method of accounting upon settlement or exercise. This ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. 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 | B. Recent Accounting Developments 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. In January 2020 , the FASB issued ASU 2 020-01 , Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . This ASU clarifies certain accounting certain topics impacted by Topic 321 Investments-Equity Securities. These topics include measuring equity securities using the measurement alternative, how the measurement alternative should be applied to equity method accounting, and certain forward contracts and purchased options which would be accounted for under the equity method of accounting upon settlement or exercise. This ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements . C. Fair Value of Financial Instruments The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments. These determinations were based on available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop the estimates and, therefore, these estimates may not necessarily be indicative of the amount the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Refer to note 8 for a discussion of the valuation hierarchy with respect to investments-trading; other investments, at fair value; and derivatives held by the Company. Cash equivalents : Cash equivalents are carried at historical cost, which is assumed to approximate fair value. The estimated fair value measurement of cash equivalents is classified within level 1 of the 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 agreements to repurchase : The liabilities for securities sold under agreements to repurchase are carried at their contracted repurchase price, have short-term maturities, and are repriced frequently or bear market interest rates and accordingly, these contracts are carried at amounts that approximate fair value. The estimated fair value measurements of securities sold under agreements to repurchase are based on observations of actual market activity and are generally classified within level 2 of the 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 and deferred financing costs. However, a substantial portion of the debt was assumed in the Merger and recorded at fair value as of that date. As of March 31, 2020, and December 31, 2019 , the fair value of the Company’s debt was estimated to be $61,501 and $58,635 , respectively. The estimated fair value measurements of the debt are generally based on discounted cash flow models prepared by the Company’s management primarily using discount rates for similar instruments issued to companies with similar credit risks to the Company and are generally classified within level 3 of the value hierarchy. Derivatives : These amounts are carried at fair value. Derivatives may be included as a component of investments-trading; trading securities sold, not yet purchased; and other investments, at fair value. See notes 8 and 9. 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) | 3 Months Ended |
Mar. 31, 2020 | |
Net Trading [Abstract] | |
Schedule Of Net Trading | NET TRADING (Dollars in Thousands) Three Months Ended March 31, 2020 March 31, 2019 Net realized gains (losses) - trading inventory $ 10,443 $ 6,295 Net unrealized gains (losses) - trading inventory (440) 559 Net gains and losses 10,003 6,854 Interest income- trading inventory 2,477 1,615 Interest income - residential transition loans - 15 Interest income-receivables under resale agreements 41,485 37,483 Interest income 43,962 39,113 Interest expense-securities sold under agreements to repurchase (34,766) (36,381) Interest expense-LegacyTexas Credit Facility (39) (5) Interest expense-margin payable (599) (857) Interest expense (35,404) (37,243) Net trading $ 18,561 $ 8,724 |
Receivables From And Payables_2
Receivables From And Payables To Brokers, Dealers, And Clearing Agencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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) March 31, 2020 December 31, 2019 Deposits with clearing agencies $ 250 $ 250 Unsettled regular way trades, net 11,260 12,170 Receivables from clearing agencies 66,094 83,712 Receivables from brokers, dealers, and clearing agencies $ 77,604 $ 96,132 Amounts payable to brokers, dealers, and clearing agencies consisted of the following. PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) March 31, 2020 December 31, 2019 Margin payable $ 201,242 $ 208,441 Due to clearing agent - 32,820 Payables to brokers, dealers, and clearing agencies $ 201,242 $ 241,261 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Financial Instruments [Abstract] | |
Schedule Of Trading Securities | INVESTMENTS - TRADING (Dollars in Thousands) March 31, 2020 December 31, 2019 U.S. government agency MBS and CMOs $ 218,767 $ 196,146 U.S. government agency debt securities 4,791 14,680 RMBS 14 15 U.S. Treasury securities 6,065 11,105 ABS 1 100 SBA loans 26,073 27,634 Corporate bonds and redeemable preferred stock 31,877 38,503 Foreign government bonds 626 844 Municipal bonds 25,121 13,737 Certificates of deposit 3,575 841 Derivatives 55,780 3,686 Equity securities 99 561 Residential transition loans 2,956 - Investments-trading $ 375,745 $ 307,852 |
Schedule Of Trading Securities Sold, Not Yet Purchased | TRADING SECURITIES SOLD, NOT YET PURCHASED (Dollars in Thousands) March 31, 2020 December 31, 2019 U.S. Treasury securities $ 16,211 $ 16,827 Corporate bonds and redeemable preferred stock 43,937 58,083 Municipal bonds 20 20 Derivatives 54,599 3,017 Trading securities sold, not yet purchased $ 114,767 $ 77,947 |
Schedule Of Other Investments | OTHER INVESTMENTS, AT FAIR VALUE (Dollars in Thousands) March 31, 2020 Amortized Cost Carrying Value Unrealized Gain / (Loss) Equity securities $ 6,905 $ 5,457 $ (1,448) CLOs 2,557 1,877 (680) U.S. Insurance JV 2,009 2,017 8 SPAC Fund 646 609 (37) Residential loans 126 97 (29) Other investments, at fair value $ 12,243 $ 10,057 $ (2,186) December 31, 2019 Amortized 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 Fund 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) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis | FAIR VALUE MEASUREMENTS ON A RECURRING BASIS March 31, 2020 (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 $ 218,767 $ - $ 218,767 $ - U.S. government agency debt securities 4,791 - 4,791 - RMBS 14 - 14 - U.S. Treasury securities 6,065 6,065 - - ABS 1 - 1 - SBA loans 26,073 - 26,073 - Corporate bonds and redeemable preferred stock 31,877 - 31,877 - Foreign government bonds 626 - 626 - Municipal bonds 25,121 - 25,121 - Certificates of deposit 3,575 - 3,575 - Derivatives 55,780 - 55,780 - Equity securities 99 - 99 - Residential transition loans 2,956 - - 2,956 Total investments - trading $ 375,745 $ 6,065 $ 366,724 $ 2,956 Other investments, at fair value: Equity securities $ 5,457 $ - $ 5,457 $ - CLOs 1,877 - - 1,877 Residential loans 97 - 97 - 7,431 $ - $ 5,554 $ 1,877 Investments measured at NAV (1) 2,626 Total other investments, at fair value $ 10,057 Liabilities Trading securities sold, not yet purchased: U.S. Treasury securities $ 16,211 $ 16,211 $ - $ - Corporate bonds and redeemable preferred stock 43,937 - 43,937 - Municipal bonds 20 - 20 - Derivatives 54,599 - 54,599 - Total trading securities sold, not yet purchased $ 114,767 $ 16,211 $ 98,556 $ - (1) As a practical expedient, the Company uses NAV per share (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Fund. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS 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 per share (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Fund. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy |
Schedule Of Assets And Liabilities Measured With Level 3 Inputs | LEVEL 3 ROLLFORWARD Three Months Ended March 31, 2020 2019 Beginning of period $ 2,522 $ 2,756 Net trading (78) - Gains & losses (1) (603) (33) Accretion of income (1) 78 106 Purchases 609 - Sales and returns of capital (2,973) (50) Reclassification of RTLs 5,278 - End of period $ 4,833 $ 2,779 Change in unrealized gains / (losses) (2) $ (385) $ (33) (1) Gains and losses and accretion of income on other investments, at fair value are recorded as a component of principal transactions and other income in the consolidated statements of operations. (2) Represents the change in unrealized gains and losses for the period included in 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 March 31, 2020 Technique Inputs Average Inputs Assets Investments - trading Residential Transition Loans $ 2,956 Discounted Cash Flow Model Yield 15.00% 15.00% Other investments, at fair value CLOs $ 1,877 Discounted Cash Flow Model Yield 20.8% 20.8% - 20.9% Duration-years 10.3 9.3 - 11.3 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) Fair Value March 31, 2020 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value U.S. Insurance JV (a) $ 2,017 $ 817 N/A N/A SPAC Fund (b) 609 N/A Quarterly after 1 year lock up 90 days $ 2,626 Fair Value December 31, 2019 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value U.S. Insurance JV (a) $ 2,223 $ 817 N/A N/A SPAC Fund (b) 668 N/A Quarterly after 1 year lock up 90 days $ 2,891 N/A Not applicable. (a) The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity interests of SPACs. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Financial Instruments [Abstract] | |
Balance Sheet Information | DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Balance Sheet Classification March 31, 2020 December 31, 2019 TBAs and other forward agency MBS Investments-trading $ 55,779 $ 3,686 Other extended settlement trades Investments-trading 1 - Foreign currency forward contracts Other investments, at fair value - - TBAs and other forward agency MBS Trading securities sold, not yet purchased (54,599) (3,017) Other extended settlement trades Trading securities sold, not yet purchased - - $ 1,181 $ 669 |
Statement Of Operations Information | DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under FASB ASC 815 Income Statement Classification Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Foreign currency forward contracts Revenue-principal transactions and other income $ - $ 40 Other extended settlement trades Revenue-net trading 1 (24) TBAs and other forward agency MBS Revenue-net trading (213) 761 $ (212) $ 777 |
Collateralized Securities Tra_2
Collateralized Securities Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Collateralized Securities Transactions [Abstract] | |
Schedule Of Repurchase Agreements Accounted For As Secured Borrowings | SECURED BORROWINGS (Dollars in Thousands) March 31, 2020 Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government agency MBS (GCF repo) $ 3,923,623 $ 672,974 $ - $ 400,101 $ 4,996,698 MBS (gestation repo) - 1,046,002 - - 1,046,002 SBA loans 23,672 - - - 23,672 $ 3,947,295 $ 1,718,976 $ - $ 400,101 $ 6,066,372 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government agency MBS (GCF repo) $ 828,399 $ 3,824,896 $ 312,087 $ - $ 4,965,382 MBS (gestation repo) - 1,049,056 - - 1,049,056 $ 828,399 $ 4,873,952 $ 312,087 $ - $ 6,014,438 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. 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. 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 |
Investment in Equity Method A_2
Investment in Equity Method Affiliate (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investment in Equity Method Affiliate [Abstract] | |
Schedule Of Investments In Equity Method Affiliates | INVESTMENTS IN EQUITY METHOD AFFILIATES (Dollars in Thousands) Insurance SPAC AOI CK Capital Total January 1, 2020 $ 3,222 $ 559 $ 18 $ 3,799 Investments / advances - 2,097 - 2,097 Distributions / repayments - - - - Earnings / (loss) realized (306) (31) 230 (107) March 31, 2020 $ 2,916 $ 2,625 $ 248 $ 5,789 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill [Abstract] | |
Schedule Of Goodwill | GOODWILL (Dollars in Thousands) March 31, 2020 December 31, 2019 AFN $ 109 $ 109 JVB - 7,883 Goodwill $ 109 $ 7,992 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule Of Future Maturity Of Lease Liabilities | FUTURE MATURITY OF LEASE LIABILITIES (Dollars in Thousands) As of March 31, 2020 2020 - remaining $ 1,161 2021 1,108 2022 933 2023 950 2024 983 Thereafter 4,094 Total 9,229 Less imputed interest (1,838) Lease obligation $ 7,391 |
Other Receivables, Other Asse_2
Other Receivables, Other Assets, Accounts Payable And Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Receivables, Other Assets, Accounts Payable And Other Liabilities [Abstract] | |
Schedule Of Other Receivables | OTHER RECEIVABLES (Dollars in Thousands) March 31, 2020 December 31, 2019 Cash collateral due from counterparties $ 4,838 $ 41,172 Asset management fees receivable 886 1,159 Accrued interest receivable and dividend receivable 10,521 3,549 Revenue share receivable 115 150 Other receivables 647 595 Other receivables $ 17,007 $ 46,625 |
Schedule Of Other Assets | OTHER ASSETS (Dollars in Thousands) March 31, 2020 December 31, 2019 Deferred costs $ 241 $ 301 Prepaid expenses 1,075 796 Deposits 403 656 Miscellaneous other assets 275 275 Residential transition loans - 5,323 Furniture, equipment, and leasehold improvements, net 899 916 Intangible assets 166 166 Other assets $ 3,059 $ 8,433 |
Schedule Of Accounts Payable And Other Liabilities | ACCOUNTS PAYABLE AND OTHER LIABILITIES (Dollars in Thousands) March 31, 2020 December 31, 2019 Accounts payable $ 141 $ 362 Redeemable financial instruments accrued interest 814 403 Accrued interest payable 738 711 Accrued interest on securities sold, not yet purchased 882 914 Payroll taxes payable 677 729 Counterparty cash collateral 74,692 9,524 Accrued expense and other liabilities 3,837 7,652 Accounts payable and other liabilities $ 81,781 $ 20,295 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 As of December 31, 2019 Other Investments, at fair value $ 4,503 $ 5,413 Maximum exposure $ 4,503 $ 5,413 |
Redeemable Financial Instrume_2
Redeemable Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Redeemable Financial Instruments [Abstract] | |
Schedule Of Redeemable Financial Instruments | REDEEMABLE FINANCIAL INSTRUMENTS (Dollars in Thousands) As of March 31, 2020 As of December 31, 2019 JKD Capital Partners I LTD $ 7,957 $ 7,957 DGC Trust / CBF 8,500 8,500 ViaNova Capital Group, LLC 450 526 $ 16,907 $ 16,983 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt [Abstract] | |
Debt Outstanding | DETAIL OF DEBT (Dollars in Thousands) Description As of March 31, 2020 As of December 31, 2019 Interest Rate Terms Interest (4) Maturity Non-convertible debt: 12.00% senior note (the "2020 Senior Note") $ 4,500 $ - Fixed 12.00 % January 2022 12.00% senior note (the "2019 Senior Note") 2,400 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) Less unamortized debt issuance costs (631) (703) 14,369 14,297 Junior subordinated notes (3): Alesco Capital Trust I 28,125 28,125 Variable 5.77 % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 5.52 % March 2035 Less unamortized discount (25,030) (25,124) 23,095 23,001 FT Financial Bank, N.A. Credit Facility 17,500 - Variable N/A April 2021 LegacyTexas Credit Facility - 4,777 Variable N/A NA Total $ 61,864 $ 48,861 (1) On September 25, 2019, the Company amended 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 changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature in the 2013 Convertible Notes was removed; (iii) the interest rate 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 in 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 . See note 20 to our Annual Report on Form 10-K for the year ended December 31, 2019. (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 March 31, 2020 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) Three Months Ended March 31, 2020 2019 Junior subordinated notes $ 821 $ 880 2020 Senior Notes 89 - 2017 Convertible Note 371 360 2013 Convertible Notes / 2019 Senior Notes 119 133 2018 FT LOC/2019 FT Revolver 152 92 Redeemable Financial Instrument - DGC Trust / CBF 690 148 Redeemable Financial Instrument - JKD Capital Partners I LTD 440 278 Redeemable Financial Instrument - ViaNova Capital Group, LLC (77) (37) $ 2,605 $ 1,854 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule Of Unrestricted Common Stock Activity | Common Stock Shares December 31, 2019 1,119,909 Vesting of shares 55,278 Shares withheld for employee taxes and retired (15,043) March 31, 2020 1,160,144 |
Operating LLC Membership Units | Operating LLC Membership Units Units related to UIS Agreement 402,350 Total 402,350 |
Schedule Of Effects Of Changes In Ownership Interest Subsidiary | Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 Net income / (loss) attributable to Cohen & Company Inc. $ (3,102) $ (1,202) Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company, Inc. paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net (123) 133 Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from the non-controlling interest $ (3,225) $ (1,069) |
Earnings _ (Loss) Per Common _2
Earnings / (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings / (Loss) Per Common Share [Abstract] | |
Schedule Of Earnings / (Loss) Per Common Share | EARNINGS / (LOSS) PER COMMON SHARE (Dollars in Thousands, except share or per share information) Three Months Ended March 31, 2020 2019 Net income / (loss) attributable to Cohen & Company Inc. $ (3,102) $ (1,202) Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1) (8,523) (622) Add / (deduct): Adjustment (2) 966 53 Net income / (loss) on a fully converted basis $ (10,659) $ (1,771) Weighted average common shares outstanding - Basic 1,146,879 1,133,166 Unrestricted Operating LLC membership units exchangeable into Cohen & Company , Inc. shares (1) 2,793,798 532,409 Weighted average common shares outstanding - Diluted (3) 3,940,677 1,665,575 Net income / (loss) per common share - Basic $ (2.70) $ (1.06) Net income / (loss) per common share - Diluted $ (2.70) $ (1.06) (1) The Operating LLC units of membership interest 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 because the Company would have incurred a higher income tax expense or realized a higher income tax benefit, as applicable, if the Operating LLC units of membership interests had been converted at the beginning of the period. 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 | Three Months Ended March 31, 2020 2019 2017 Convertible Note 1,034,483 1,034,483 2013 Convertible Notes - 565,469 Restricted Common Stock 30,466 44,176 Restricted Operating LLC units 15,424 15,006 1,080,373 1,659,134 |
Segment And Geographic Inform_2
Segment And Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment And Geographic Information [Abstract] | |
Schedule Of Segment Reporting Information | SEGMENT INFORMATION Statement of Operations Information Three Months Ended March 31, 2020 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 18,561 $ - $ - $ 18,561 $ - $ 18,561 Asset management - 1,615 - 1,615 - 1,615 Principal transactions and other income 9 116 (2,531) (2,406) - (2,406) Total revenues 18,570 1,731 (2,531) 17,770 - 17,770 Salaries/Wages 11,910 1,117 - 13,027 1,107 14,134 Other Operating Expense 3,277 477 50 3,804 1,394 5,198 Impairment of goodwill 7,883 - - 7,883 - 7,883 Total operating expenses 23,070 1,594 50 24,714 2,501 27,215 Operating income (loss) (4,500) 137 (2,581) (6,944) (2,501) (9,445) Interest income (expense) (75) - - (75) (2,530) (2,605) Income (loss) from equity method affiliates - 200 (307) (107) - (107) Income (loss) before income taxes (4,575) 337 (2,888) (7,126) (5,031) (12,157) Income tax expense (benefit) - - - - (372) (372) Net income (loss) (4,575) 337 (2,888) (7,126) (4,659) (11,785) Less: Net income (loss) attributable to the non-controlling interest - - - - (8,683) (8,683) Net income (loss) attributable to Cohen & Company Inc. $ (4,575) $ 337 $ (2,888) $ (7,126) $ 4,024 $ (3,102) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 4 $ 1 $ - $ 5 $ 75 $ 80 SEGMENT INFORMATION Statement of Operations Information Three Months Ended March 31, 2019 Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Net trading $ 8,724 $ - $ - $ 8,724 $ - $ 8,724 Asset management - 2,002 - 2,002 - 2,002 Principal transactions and other income 1 97 316 414 - 414 Total revenues 8,725 2,099 316 11,140 - 11,140 Salaries/Wages 4,547 1,122 - 5,669 695 6,364 Other Operating Expense 2,911 693 100 3,704 1,140 4,844 Impairment of goodwill - - - - - - Total operating expenses 7,458 1,815 100 9,373 1,835 11,208 Operating income (loss) 1,267 284 216 1,767 (1,835) (68) Interest (expense) income (55) - - (55) (1,799) (1,854) Income (loss) from equity method affiliates - - (8) (8) - (8) Income (loss) before income taxes 1,212 284 208 1,704 (3,634) (1,930) Income tax expense (benefit) - - - - (106) (106) Net income (loss) 1,212 284 208 1,704 (3,528) (1,824) Less: Net income (loss) attributable to the non-controlling interest - - - - (622) (622) Net income (loss) attributable to Cohen & Company Inc. $ 1,212 $ 284 $ 208 $ 1,704 $ (2,906) $ (1,202) Other statement of operations data Depreciation and amortization (included in total operating expense) $ 5 $ 1 $ - $ 6 $ 75 $ 81 (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 March 31, 2020 (Dollars in Thousands) Capital Asset Principal Segment Unallocated Markets Management Investing Total (1) Total Total Assets $ 6,564,241 $ 1,348 $ 15,873 $ 6,581,462 $ 15,078 $ 6,596,540 Included within total assets: Investment in equity method affiliates $ - $ - $ 5,789 $ 5,789 $ $ 5,789 Goodwill (2) $ 54 $ 55 $ - $ 109 $ - $ 109 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 BALANCE SHEET DATA 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: Investment 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 (1) Unallocated assets primarily include: (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets. Such amounts are excluded in business segment reporting to the chief operating decision maker. (2) Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above. |
Revenue By Geographic Area | GEOGRAPHIC DATA (Dollars in Thousands) Three Months Ended March 31, 2020 2019 Total Revenues: United States $ 16,942 $ 10,082 Europe & Other 828 1,058 Total $ 17,770 $ 11,140 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule Of Related Party Transactions | Related Party Transactions (Dollars in Thousands) Three Months Ended March 31, 2020 March 31, 2019 Net trading TBBK $ - $ 2 Asset management EuroDekania - 86 SPAC Fund (47) 31 U.S. Insurance JV 90 80 $ 43 $ 197 Principal transactions and other income EuroDekania - 291 FinTech Acquisition Corp. 3 3 Insurance SPAC 30 4 SPAC Fund (59) 24 U.S. Insurance JV (167) 39 $ (193) $ 361 Income (loss) from equity method affiliates AOI (30) - CK Capital 230 - Insurance SPAC (307) (8) $ (107) $ (8) Operating expense (income) Duane Morris 319 101 FinTech Masala, LLC (11) (6) $ 308 $ 95 Interest expense (income) CBF 528 119 DGC Trust 533 390 EBC 72 47 Edward E. Cohen IRA 48 87 JKD Investor 484 278 $ 1,665 $ 921 |
Due From _ Due To Related Par_2
Due From / Due To Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Due From / Due To Related Parties [Abstract] | |
Schedule Of Due From / Due To Related Parties | DUE FROM/DUE TO RELATED PARTIES (Dollars in Thousands) March 31, 2020 December 31, 2019 Employees & other $ 411 $ 466 Due from related parties $ 411 $ 466 |
Organization And Nature Of Op_2
Organization And Nature Of Operations (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)segment$ / shares | Dec. 31, 2019$ / shares | |
Securities [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 |
Assets under management | $ 2,650 | |
Number of Operating Segments | segment | 3 | |
CDOs [Member] | ||
Securities [Line Items] | ||
Assets under management | $ 2,100 | |
Assets under management which are collateralized debt obligations percentage | 79.00% |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated debt in fair value | $ 61,501 | $ 58,635 | |||
Right of use asset | 6,867 | 7,155 | |||
Lease commitment liability | 7,391 | 7,693 | |||
Reduction in retained earnings due to effect of adoption | 36,913 | $ 42,736 | $ 48,756 | $ 42,438 | |
Increase (decrease) in other receivables | $ (29,618) | (3,894) | |||
Accounting Standards Update 2016-02 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Right of use asset | $ 8,416 | ||||
Lease commitment liability | 8,860 | ||||
Increase (decrease) in other receivables | 18 | ||||
Reduction in other liabilities | $ (406) | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-02 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Reduction in retained earnings due to effect of adoption | $ (20) |
Other Recent Business Transac_2
Other Recent Business Transactions Or Events (Narrative) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020USD ($)item$ / shares | Apr. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Jan. 19, 2017$ / shares | |
Schedule of Equity Method Investments [Line Items] | |||||
Impairment of goodwill | $ 7,883 | ||||
Common Stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||
Repayments of debt | $ 9,163 | ||||
CK Capital Partners B.V. [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
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, Quoted Market Value | 1 | ||||
LegacyTexas Bank [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of Residential Transition Loans (RTLs) | item | 4 | ||||
Par value of RTLs | $ 3,034 | ||||
Fair value of RTLs | $ 2,956 | ||||
IMXI [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Share Price | $ / shares | $ 17 | $ 15 | |||
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 | ||||
2020 Senior Notes [Member] | JKD Investor And RN Capital Solutions LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Principal amount of debt outstanding | $ 4,500 | ||||
Stated interest rate | 12.00% | ||||
Edward E. Cohen IRA [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Repayments of debt | $ 4,386 | ||||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Principal amount of debt outstanding | $ 2,400 | ||||
Subsequent Event [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Loan under paycheck protection program | $ 2,200 |
Net Trading (Schedule Of Net Tr
Net Trading (Schedule Of Net Trading) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net Trading [Abstract] | ||
Net realized gains (losses) - trading inventory | $ 10,443 | $ 6,295 |
Net unrealized gains (losses) - trading inventory | (440) | 559 |
Net gains and losses | 10,003 | 6,854 |
Interest income-trading inventory | 2,477 | 1,615 |
Interest income - residential transition loans | 15 | |
Interest income-receivables under resale agreements | 41,485 | 37,483 |
Interest income | 43,962 | 39,113 |
Interest expense-securities sold under agreements to repurchase | (34,766) | (36,381) |
Interest expense-Legacy Texas Credit Facility | (39) | (5) |
Interest expense-margin payable | (599) | (857) |
Interest expense | (35,404) | (37,243) |
Net Trading | $ 18,561 | $ 8,724 |
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 | Mar. 31, 2020 | Dec. 31, 2019 |
Receivables from Brokers-Dealers and Clearing Agencies [Abstract] | ||
Deposits with clearing agencies | $ 250 | $ 250 |
Unsettled regular way trades, net | 11,260 | 12,170 |
Receivable from clearing agencies | 66,094 | 83,712 |
Receivables from brokers, dealers, and clearing agencies | 77,604 | 96,132 |
Payables to Broker-Dealers and Clearing Agencies [Abstract] | ||
Margin payable | 201,242 | 208,441 |
Due to clearing agent | 32,820 | |
Payables to brokers, dealers, and clearing agencies | $ 201,242 | $ 241,261 |
Financial Instruments (Schedule
Financial Instruments (Schedule Of Trading Securities) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | $ 375,745 | $ 307,852 |
U.S. government agency MBS and CMOs [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 218,767 | 196,146 |
U.S. government agency debt securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 4,791 | 14,680 |
RMBS [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 14 | 15 |
U.S. Treasury securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 6,065 | 11,105 |
ABS [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 1 | 100 |
SBA loans [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 26,073 | 27,634 |
Corporate bonds and redeemable preferred stock [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 31,877 | 38,503 |
Foreign government bonds [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 626 | 844 |
Municipal bonds [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 25,121 | 13,737 |
Certificates of deposit [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 3,575 | 841 |
Derivatives [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 55,780 | 3,686 |
Equity securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | 99 | $ 561 |
Residential transition loans [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Investments-trading | $ 2,956 |
Financial Instruments (Schedu_2
Financial Instruments (Schedule Of Trading Securities Sold, Not Yet Purchased) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | $ 114,767 | $ 77,947 |
U.S. Treasury securities [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Trading securities sold, not yet purchased | 16,211 | 16,827 |
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 | 43,937 | 58,083 |
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 | $ 54,599 | $ 3,017 |
Financial Instruments (Schedu_3
Financial Instruments (Schedule Of Other Investments) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | $ 12,243 | $ 14,315 |
Other investments, Carrying Value | 10,057 | 14,864 |
Other investments, Unrealized Gain / (Loss) | (2,186) | 549 |
Equity securities [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 6,905 | 8,598 |
Other investments, Carrying Value | 5,457 | 9,352 |
Other investments, Unrealized Gain / (Loss) | (1,448) | 754 |
U.S. Insurance JV [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 2,009 | 2,048 |
Other investments, Carrying Value | 2,017 | 2,223 |
Other investments, Unrealized Gain / (Loss) | 8 | 175 |
SPAC Funds [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 646 | 646 |
Other investments, Carrying Value | 609 | 668 |
Other investments, Unrealized Gain / (Loss) | (37) | 22 |
CLOs [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 2,557 | 2,894 |
Other investments, Carrying Value | 1,877 | 2,522 |
Other investments, Unrealized Gain / (Loss) | (680) | (372) |
Residential Loans [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, Amortized Cost | 126 | 129 |
Other investments, Carrying Value | 97 | 99 |
Other investments, Unrealized Gain / (Loss) | $ (29) | $ (30) |
Fair Value Disclosures (Narrati
Fair Value Disclosures (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair value, option, changes in fair value, gains (losses) | $ (2,695) | $ 249 |
Fair Value Disclosures (Schedul
Fair Value Disclosures (Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | $ 375,745 | $ 307,852 | |
Other investments, measured using hierarchy | 7,431 | 11,973 | |
Other investments, Carrying Value | 10,057 | 14,864 | |
Trading securities sold, not yet purchased | 114,767 | 77,947 | |
Quoted Prices In Active Markets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 6,065 | 11,105 | |
Other investments, measured using hierarchy | 2,009 | ||
Trading securities sold, not yet purchased | 16,211 | 16,827 | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 366,724 | 296,747 | |
Other investments, measured using hierarchy | 5,554 | 7,442 | |
Trading securities sold, not yet purchased | 98,556 | 61,120 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 2,956 | ||
Other investments, measured using hierarchy | 1,877 | 2,522 | |
Investments Measured At NAV [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, at fair value | 2,626 | 2,891 | [1] |
U.S. government agency MBS and CMOs [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 218,767 | 196,146 | |
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 | 218,767 | 196,146 | |
U.S. government agency debt securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 4,791 | 14,680 | |
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 | 4,791 | 14,680 | |
RMBS [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 14 | 15 | |
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 | 14 | 15 | |
U.S. Treasury securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 6,065 | 11,105 | |
Trading securities sold, not yet purchased | 16,211 | 16,827 | |
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 | 6,065 | 11,105 | |
Trading securities sold, not yet purchased | 16,211 | 16,827 | |
ABS [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 1 | 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 | 1 | 100 | |
SBA loans [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 26,073 | 27,634 | |
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 | 26,073 | 27,634 | |
Corporate bonds and redeemable preferred stock [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 31,877 | 38,503 | |
Trading securities sold, not yet purchased | 43,937 | 58,083 | |
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 | 31,877 | 38,503 | |
Trading securities sold, not yet purchased | 43,937 | 58,083 | |
Foreign government bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 626 | 844 | |
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 | 626 | 844 | |
Municipal bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 25,121 | 13,737 | |
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 | 25,121 | 13,737 | |
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 | 3,575 | 841 | |
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 | 3,575 | 841 | |
Derivatives [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 55,780 | 3,686 | |
Trading securities sold, not yet purchased | 54,599 | 3,017 | |
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 | 55,780 | 3,686 | |
Trading securities sold, not yet purchased | 54,599 | 3,017 | |
Equity securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 99 | 561 | |
Other investments, measured using hierarchy | 5,457 | 9,352 | |
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 | ||
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 | 99 | 561 | |
Other investments, measured using hierarchy | 5,457 | 7,343 | |
Residential transition loans [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 2,956 | ||
Residential transition loans [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total investments-trading | 2,956 | ||
CLOs [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | 1,877 | 2,522 | |
CLOs [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | 1,877 | 2,522 | |
Residential loans [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other investments, measured using hierarchy | 97 | 99 | |
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 | $ 97 | $ 99 | |
[1] | As a practical expedient, the Company uses NAV per share (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Fund. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy. |
Fair Value Disclosures (Sched_2
Fair Value Disclosures (Schedule Of Assets And Liabilities Measured With Level 3 Inputs) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Schedule of additional information about assets and liabilities measured at fair value on a recurring basis level 3 inputs | |||
Level 3 inputs, Beginning balance | $ 2,522 | $ 2,756 | |
Net trading | (78) | ||
Gains and losses | [1] | (603) | (33) |
Accretion of income | [1] | 78 | 106 |
Purchases | 609 | ||
Sales and returns of capital | (2,973) | (50) | |
Reclassification of RTLs | 5,278 | ||
Level 3 inputs, Ending balance | 4,833 | 2,779 | |
Change in unrealized gains /(losses) | [2] | $ (385) | $ (33) |
[1] | Gains and losses and accretion of income on other investments, at fair value are recorded as a component of principal transactions and other income in the consolidated statements of operations. | ||
[2] | Represents the change in unrealized gains and losses for the period included in earnings for assets held at the end of the reporting period. |
Fair Value Disclosures (Quantit
Fair Value Disclosures (Quantitative Information About Level 3 Fair Value Measurements) (Details) - Significant Unobservable Inputs (Level 3) [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2.00% | |
Measurement Term | 5 years 9 months 18 days | |
Default Rate [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2.00% | |
Default Rate [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2.00% | |
Default Rate [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2.00% | |
Residential transition loans [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | $ 2,956 | |
Residential transition loans [Member] | Yield [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 15.00% | |
Residential transition loans [Member] | Yield [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 15.00% | |
CLOs [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | $ 1,877 | $ 2,522 |
CLOs [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 17.90% | |
CLOs [Member] | Yield [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 20.80% | 16.90% |
CLOs [Member] | Yield [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 20.90% | 19.20% |
CLOs [Member] | Yield [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 20.80% | |
CLOs [Member] | Duration [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Term | 9 years 3 months 18 days | 5 years 3 months 18 days |
CLOs [Member] | Duration [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Term | 11 years 3 months 18 days | 6 years 6 months |
CLOs [Member] | Duration [Member] | Weighted Average [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Term | 10 years 3 months 18 days | |
CLOs [Member] | Default Rate [Member] | Minimum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 2.00% | |
CLOs [Member] | Default Rate [Member] | Maximum [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Measurement Input | 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 | Mar. 31, 2020 | Dec. 31, 2019 | |
Other Investment Vehicles [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Other investments, at fair value | $ 2,626 | $ 2,891 | |
U.S. Insurance JV [Member] | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Unfunded commitments | [1],[2] | 817 | 817 |
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] | 2,017 | 2,223 |
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] | $ 609 | $ 668 |
[1] | Not applicable. | ||
[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 Fund invests in equity interests of SPACs. |
Derivative Financial Instrume_3
Derivative Financial Instruments (Narrative) (Details) - USD ($) | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
TBA And Other Forward Agency MBS [Member] | Short [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 2,212,275,000 | $ 1,874,194,000 | ||
TBA And Other Forward Agency MBS [Member] | Long [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 2,090,750,000 | 1,773,000,000 | ||
Foreign currency forward contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 0 | $ 0 | ||
Other Extended Settlement Trades [Member] | ||||
Derivative [Line Items] | ||||
Forward purchase commitment | 1,725,000 | 1,526,000 | ||
Forward sale commitment | $ 0 | $ 0 | ||
Subsequent Event [Member] | TBA And Other Forward Agency MBS Purchase Agreements [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 1,134,419,000 | |||
Subsequent Event [Member] | TBA And Other Forward MBS Sale Agreements [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 1,252,919,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Balance Sheet Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | $ 1,181 | $ 669 |
Investments-trading [Member] | TBAs [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | 55,779 | 3,686 |
Investments-trading [Member] | Other Extended Settlement Trades [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | 1 | |
Trading securities sold, not yet purchased [Member] | TBAs [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value | $ (54,599) | $ (3,017) |
Derivative Financial Instrume_5
Derivative Financial Instruments (Statement Of Operations Information) (Details) - Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative [Line Items] | ||
Derivative financial instruments, net gain (loss) recognized | $ (212) | $ 777 |
Revenues - principal transactions and other income [Member] | Foreign currency forward contracts [Member] | ||
Derivative [Line Items] | ||
Derivative financial instruments, net gain (loss) recognized | 40 | |
Revenues - net trading [Member] | Other Extended Settlement Trades [Member] | ||
Derivative [Line Items] | ||
Derivative financial instruments, net gain (loss) recognized | 1 | (24) |
Revenues - net trading [Member] | TBAs [Member] | ||
Derivative [Line Items] | ||
Derivative financial instruments, net gain (loss) recognized | $ (213) | $ 761 |
Collateralized Securities Tra_3
Collateralized Securities Transactions (Narrative) (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)item | Apr. 25, 2018USD ($) | |
Concentration Risk [Line Items] | ||||
Number of major groups of repo business | item | 2 | |||
Securities reverse repurchase agreements | $ 6,014,438,000 | $ 7,500,002,000 | ||
Fair value of securities received as collateral under reverse repurchase agreements | $ 6,167,233,000 | $ 7,769,693,000 | ||
Number of counterparties related to reverse repurchase agreements | item | 30 | 41 | ||
Securities sold under agreements to repurchase | $ 6,066,372,000 | $ 7,534,443,000 | ||
Fair value of securities pledged as collateral under repurchase agreements | 6,035,939,000 | 7,561,978,000 | ||
Intraday lending facility, commitment amount | $ 75,000,000 | 32,820,000 | ||
Intraday lending facility, termination date | Oct. 16, 2020 | |||
Intraday lending facility, renewal period | 364 days | |||
Intraday lending facility, annual interest rate | 0.12% | |||
Advances under intraday lending facility | $ 0 | 32,818,000 | ||
Intraday lending facility, accrued interest | $ 2,000 | |||
Revenues | $ 17,770,000 | $ 11,140,000 | ||
Gestational Repo Business [Member] | ||||
Concentration Risk [Line Items] | ||||
Line of credit, borrowing capacity | $ 25,000,000 | |||
Number of counterparties related to reverse repurchase agreements | item | 7 | 7 | ||
Base Rate [Member] | ||||
Concentration Risk [Line Items] | ||||
Intraday lending facility, basis spread on variable rate | 3.00% | |||
Feds Fund Rate [Member] | ||||
Concentration Risk [Line Items] | ||||
Intraday lending facility, basis spread on variable rate | 0.50% | |||
FICC [Member] | ||||
Concentration Risk [Line Items] | ||||
Securities reverse repurchase agreements | $ 1,473,033,000 | $ 371,025,000 | ||
Securities sold under agreements to repurchase | 4,570,581,000 | $ 5,138,712,000 | ||
Product Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 6,868,000 | $ 1,294,000 |
Collateralized Securities Tra_4
Collateralized Securities Transactions (Schedule Of Repurchase Agreements Accounted For As Secured Borrowings) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | $ 6,066,372 | $ 7,534,443 |
Reverse Repurchase Agreements | 6,014,438 | 7,500,002 |
Repurchase Agreements [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 6,066,372 | 7,534,443 |
Repurchase Agreements [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 3,947,295 | 5,145,495 |
Repurchase Agreements [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 1,718,976 | 2,288,545 |
Repurchase Agreements [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 100,403 | |
Repurchase Agreements [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 400,101 | |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 4,996,698 | 6,664,321 |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 3,923,623 | 5,117,811 |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 672,974 | 1,546,510 |
Repurchase Agreements [Member] | U.S. government agency MBS [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 400,101 | |
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 1,046,002 | 842,438 |
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 1,046,002 | 742,035 |
Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 100,403 | |
Repurchase Agreements [Member] | SBA loans [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 23,672 | 27,684 |
Repurchase Agreements [Member] | SBA loans [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase Agreements | 23,672 | 27,684 |
Reverse Repurchase Agreements [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 6,014,438 | 7,500,002 |
Reverse Repurchase Agreements [Member] | Overnight and Continuous [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 828,399 | 1,231,027 |
Reverse Repurchase Agreements [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 4,873,952 | 3,272,880 |
Reverse Repurchase Agreements [Member] | 30 to 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 312,087 | 2,421,037 |
Reverse Repurchase Agreements [Member] | Greater than 90 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 575,058 | |
Reverse Repurchase Agreements [Member] | U.S. government agency MBS [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 4,965,382 | 6,650,352 |
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 | 828,399 | 1,231,027 |
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 | 3,824,896 | 2,525,188 |
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 | 312,087 | 2,319,079 |
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 | |
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | 1,049,056 | 849,650 |
Reverse Repurchase Agreements [Member] | MBS (Gestational Repo) [Member] | Up to 30 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Reverse Repurchase Agreements | $ 1,049,056 | 747,692 |
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 |
Investment in Equity Method A_3
Investment in Equity Method Affiliate (Schedule Of Investments In Equity Method Affiliates) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Begining Balance | $ 3,799 |
Investments / advances | 2,097 |
Distributions/repayments | |
Earnings / (loss) realized | (107) |
Ending Balance | 5,789 |
Insurance SPAC [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Begining Balance | 3,222 |
Investments / advances | |
Distributions/repayments | |
Earnings / (loss) realized | (306) |
Ending Balance | 2,916 |
AOI [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Begining Balance | 559 |
Investments / advances | 2,097 |
Distributions/repayments | |
Earnings / (loss) realized | (31) |
Ending Balance | 2,625 |
CK Capital Partners B.V. [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Begining Balance | 18 |
Investments / advances | |
Distributions/repayments | |
Earnings / (loss) realized | 230 |
Ending Balance | $ 248 |
Goodwill (Narrative) (Details)
Goodwill (Narrative) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Abstract] | |
Goodwill impairment charge | $ 7,883 |
Goodwill (Schedule Of Goodwill)
Goodwill (Schedule Of Goodwill) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Goodwill | [1] | $ 109 | $ 7,992 |
AFN [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 109 | 109 | |
JVB Holdings [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 7,883 | ||
[1] | Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above. |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) | Jan. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Right of use asset | $ 6,867,000 | $ 7,155,000 | |||
Lease commitment liability | 7,391,000 | 7,693,000 | |||
Reduction in retained earnings due to effect of adoption | 36,913,000 | $ 42,736,000 | $ 48,756,000 | $ 42,438,000 | |
Increase (decrease) in other receivables | $ (29,618,000) | (3,894,000) | |||
Weighted average remaining term | 8 years 2 months 12 days | ||||
Weighted average discount rate | 5.36% | ||||
Operating lease cash payments | $ 403,000 | ||||
Cash payments to acquire right of use assets | 0 | ||||
Sublease Income | 79,000 | 65,000 | |||
Rent expense | $ 378,000 | 390,000 | |||
Accounting Standards Update 2016-02 [Member] | |||||
Right of use asset | $ 8,416,000 | ||||
Lease commitment liability | 8,860,000 | ||||
Increase (decrease) in other receivables | 18,000 | ||||
Reduction in other liabilities | $ (406,000) | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-02 [Member] | |||||
Reduction in retained earnings due to effect of adoption | $ (20,000) |
Leases (Schedule Of Future Matu
Leases (Schedule Of Future Maturity Of Lease Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 - remaining | $ 1,161 | |
2021 | 1,108 | |
2022 | 933 | |
2023 | 950 | |
2024 | 983 | |
Thereafter | 4,094 | |
Total | 9,229 | |
Less imputed interest | (1,838) | |
Lease obligation | $ 7,391 | $ 7,693 |
Other Receivables, Other Asse_3
Other Receivables, Other Assets, Accounts Payable And Other Liabilities (Schedule Of Other Receivables) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other Receivables, Other Assets, Accounts Payable And Other Liabilities [Abstract] | ||
Cash collateral due from counterparties | $ 4,838 | $ 41,172 |
Asset management fees receivable | 886 | 1,159 |
Accrued interest and dividend receivable | 10,521 | 3,549 |
Revenue share receivable | 115 | 150 |
Other receivables | 647 | 595 |
Other receivables | $ 17,007 | $ 46,625 |
Other Receivables, Other Asse_4
Other Receivables, Other Assets, Accounts Payable And Other Liabilities (Schedule Of Other Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other Receivables, Other Assets, Accounts Payable And Other Liabilities [Abstract] | ||
Deferred costs | $ 241 | $ 301 |
Prepaid expenses | 1,075 | 796 |
Deposits | 403 | 656 |
Miscellaneous other assets | 275 | 275 |
RTLs | 5,323 | |
Furniture, equipment and leasehold improvements, net | 899 | 916 |
Intangible assets | 166 | 166 |
Other assets | $ 3,059 | $ 8,433 |
Other Receivables, Other Asse_5
Other Receivables, Other Assets, Accounts Payable And Other Liabilities (Schedule Of Accounts Payable And Other Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other Receivables, Other Assets, Accounts Payable And Other Liabilities [Abstract] | ||
Accounts payable | $ 141 | $ 362 |
Redeemable financial instruments accrued interest | 814 | 403 |
Accrued interest payable | 738 | 711 |
Accrued interest on securities sold, not yet purchased | 882 | 914 |
Payroll taxes payable | 677 | 729 |
Counterparty cash collateral | 74,692 | 9,524 |
Accrued expense and other liabilities | 3,837 | 7,652 |
Accounts payable and other liabilities | $ 81,781 | $ 20,295 |
Variable Interest Entities (Nar
Variable Interest Entities (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)entity | Dec. 31, 2019USD ($)entity | ||
Variable Interest Entity [Line Items] | |||
Liabilities, contingent liabilities, or guarantees | $ 6,559,627 | $ 7,952,868 | |
Number of VIE's that hold junior subordinated notes. | entity | 2 | 2 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities, contingent liabilities, or guarantees | $ 0 | $ 0 | |
U.S. Insurance JV [Member] | |||
Variable Interest Entity [Line Items] | |||
Unfunded commitments | [1],[2] | $ 817 | $ 817 |
[1] | Not applicable. | ||
[2] | 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 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||||
Other investments, at fair value | $ 4,833 | $ 2,522 | $ 2,779 | $ 2,756 |
Maximum exposure | 4,503 | 5,413 | ||
Alternative Investments [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Other investments, at fair value | $ 4,503 | $ 5,413 |
Redeemable Financial Instrume_3
Redeemable Financial Instruments (Narrative) (Details) $ in Thousands | Oct. 01, 2020USD ($) | Oct. 01, 2019USD ($) | Jan. 09, 2019USD ($) | Nov. 16, 2018USD ($) | Jan. 31, 2017USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018 | Sep. 30, 2019USD ($)contract | Sep. 30, 2020USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2019USD ($) | Feb. 28, 2019USD ($) | Oct. 03, 2016USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Number of investment agreements entered | contract | 2 | |||||||||||||
Redeemable financial instrument | $ 16,907 | $ 16,983 | ||||||||||||
Due from related parties | $ 411 | 466 | ||||||||||||
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 | |||||||||||||
JKD Capital Partners I, LTD [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Percentage of difference between revenues generated by activities of redeemable financial instrument | 42.00% | |||||||||||||
Redeemable financial instrument | $ 7,957 | 7,957 | ||||||||||||
Due to investors, annual return on investment | 50.00% | |||||||||||||
Redeemable financial instruments, maximum | $ 12,000 | |||||||||||||
Proceeds from redeemable financial instrument | $ 1,268 | $ 1,000 | $ 6,000 | |||||||||||
Potential percent of consideration owed to investor on qualified sale | 25.00% | |||||||||||||
DGC Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | $ 6,500 | $ 8,500 | $ 8,000 | $ 8,500 | ||||||||||
One-time payment for amended agreement | $ 1,500 | |||||||||||||
DGC Trust [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | $ 2,000 | |||||||||||||
JVB's [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | $ 2,750 | |||||||||||||
Hancock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | 500 | |||||||||||||
New Avenue [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | 250 | |||||||||||||
COHN, LLC [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | 500 | |||||||||||||
Investment Agreement [Member] | DGC 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 [Member] | DGC 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, excess amount for additional return on investment | $ 11,777 | |||||||||||||
Investment terms, additional return on investment on revenue of business in excess of specified amount | 7.65% | |||||||||||||
Investment Agreement [Member] | DGC 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, For Any Annual Period Following Specified Date [Member] | DGC Trust/CBF [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to investors, additional return on investment | 3.75% | |||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 0 | |||||||||||||
Investment terms, range on investment amount for annual return on investment | 15.29% | |||||||||||||
Investment Agreement, For Any Annual Period Following Specified Date [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to investors, additional return on investment | 4.71% | |||||||||||||
Investment terms, range on investment amount for annual return on investment | 20.00% | |||||||||||||
Investment Agreement, Before Third Anniversary, Greater Than $5,333 But Less Than Or Equal To $8,000 [Member] | DGC Trust/CBF [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment agreement, due to investors | $ 612 | |||||||||||||
Investment Agreement, Before Third Anniversary, Greater Than $5,333 But Less Than Or Equal To $8,000 [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment agreement, due to investors | $ 188 | |||||||||||||
Investment Agreement, Before Third Anniversary, Greater Than $8,000 [Member] | DGC Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to investors, additional return on investment | 7.65% | |||||||||||||
Investment Agreement, Before Third Anniversary, Greater Than $8,000 [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to investors, additional return on investment | 2.35% | |||||||||||||
Investment Agreement, Following Third Anniversary, Revenue Of Business Greater Than Zero, The Greater Of 20% Investment Amount, Or 20% Of Revenue Of Business Or Any Annual Period Which Revenue Of Business Is Zero Or Less Than Zero [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to investors, additional return on investment | 3.75% | |||||||||||||
ViaNova Investment [Member] | New Avenue [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Redeemable financial instrument | $ 220 | |||||||||||||
ViaNova Investment [Member] | COHN, LLC [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue threshold | 693 | |||||||||||||
Redeemable Financial Instrument Payment Due [Member] | New Avenue [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due from related parties | $ 30 | |||||||||||||
Maximum [Member] | Investment Agreement [Member] | DGC Trust/CBF [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 11,777 | |||||||||||||
Maximum [Member] | Investment Agreement [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 11,177 | |||||||||||||
Maximum [Member] | Investment Agreement, For Any Annual Period Following Specified Date [Member] | DGC Trust/CBF [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 0 | |||||||||||||
Maximum [Member] | Investment Agreement, Before Third Anniversary, Greater Than Zero But Less Than Or Equal To $5,333 [Member] | DGC Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 5,333 | |||||||||||||
Maximum [Member] | Investment Agreement, Before Third Anniversary, Greater Than Zero But Less Than Or Equal To $5,333 [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 5,333 | |||||||||||||
Maximum [Member] | Investment Agreement, Before Third Anniversary, Greater Than $5,333 But Less Than Or Equal To $8,000 [Member] | DGC Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 8,000 | |||||||||||||
Maximum [Member] | Investment Agreement, Before Third Anniversary, Greater Than $5,333 But Less Than Or Equal To $8,000 [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 8,000 | |||||||||||||
Minimum [Member] | Investment Agreement [Member] | DGC 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 [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 0 | |||||||||||||
Investment terms, excess amount for additional return on investment | 11,177 | |||||||||||||
Minimum [Member] | Investment Agreement, For Any Annual Period Following Specified Date [Member] | DGC 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, Before Third Anniversary, Greater Than Zero But Less Than Or Equal To $5,333 [Member] | DGC Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 0 | |||||||||||||
Minimum [Member] | Investment Agreement, Before Third Anniversary, Greater Than $5,333 But Less Than Or Equal To $8,000 [Member] | DGC Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 5,333 | |||||||||||||
Minimum [Member] | Investment Agreement, Before Third Anniversary, Greater Than $5,333 But Less Than Or Equal To $8,000 [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | 5,333 | |||||||||||||
Minimum [Member] | Investment Agreement, Before Third Anniversary, Greater Than $8,000 [Member] | DGC Trust/CBF [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 8,000 | |||||||||||||
Minimum [Member] | Investment Agreement, Before Third Anniversary, Greater Than $8,000 [Member] | DGC Trust [Member] | Scenario, Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investment terms, annual period revenue range for additional return on investment | $ 8,000 |
Redeemable Financial Instrume_4
Redeemable Financial Instruments (Schedule Of Redeemable Financial Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 01, 2019 | Sep. 30, 2019 |
Related Party Transaction [Line Items] | ||||
Outstanding balance | $ 16,907 | $ 16,983 | ||
JKD Capital Partners I, LTD [Member] | ||||
Related Party Transaction [Line Items] | ||||
Outstanding balance | 7,957 | 7,957 | ||
DGC Trust/CBF [Member] | ||||
Related Party Transaction [Line Items] | ||||
Outstanding balance | 8,500 | 8,500 | $ 6,500 | $ 8,000 |
Via Nova Capital Group, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Outstanding balance | $ 450 | $ 526 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 03, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||
Debt Instrument [Line Items] | ||||||
Redeemable noncontrolling interest, membership units not held, share ratio | $ 10 | $ 10 | ||||
Common Stock, Shares, Issued | 1,246,710 | 1,193,624 | ||||
Edward E. Cohen IRA [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Long-term Debt | $ 4,386 | |||||
Junior subordinated debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Ownership value of common stock of trusts | $ 1,489 | |||||
12.00% Non-convertible Senior Notes (2020 Senior Notes) [Member] | Non-convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | $ 4,500 | |||||
Stated interest rate | [1] | 12.00% | ||||
Maturity | Jan. 1, 2022 | |||||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | $ 2,400 | |||||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, in event of default | 9.00% | |||||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, in event of default | 13.00% | |||||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | Non-convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | $ 2,400 | $ 6,786 | ||||
Stated interest rate | 12.00% | [1] | 8.00% | |||
Maturity | [2] | Sep. 25, 2020 | ||||
Interest rate, in event of default | 13.00% | 9.00% | ||||
Alesco Capital Trust I [Member] | Junior subordinated debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | [3] | $ 28,125 | $ 28,125 | |||
Stated interest rate | [1],[3] | 5.77% | ||||
Maturity | [3] | Jul. 30, 2037 | ||||
Sunset Financial Statutory Trust I [Member] | Junior subordinated debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | [3] | $ 20,000 | 20,000 | |||
Stated interest rate | [1],[3] | 5.52% | ||||
Maturity | [3] | Mar. 30, 2035 | ||||
8.00% Contingent Convertible Senior Notes (2017 Convertible Note) [Member] | Contingent Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | $ 15,000 | 15,000 | ||||
Stated interest rate | [1] | 8.00% | ||||
Maturity | [4] | Mar. 31, 2022 | ||||
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 | |||||
FT Financial Bank, N.A. [Member] | Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | $ 17,500 | |||||
Maturity | Apr. 10, 2021 | |||||
Aggregate borrowing capacity | $ 25,000 | |||||
Legacy Texas [Member] | Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt outstanding | $ 4,777 | |||||
2018 FT LOC [Member] | Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate borrowing capacity | $ 7,500 | |||||
[1] | Represents the interest rate in effect as of the last day of the reporting period. | |||||
[2] | On September 25, 2019, the Company amended 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 changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature in the 2013 Convertible Notes was removed; (iii) the interest rate 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] | 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 March 31, 2020 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] | 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 in 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 $14.50. See note 20 to our Annual Report on Form 10-K for the year ended December 31, 2019. |
Debt (Debt Outstanding) (Detail
Debt (Debt Outstanding) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |||
Debt Instrument [Line Items] | |||||
Long term debt less debt discount | $ 61,864,000 | $ 48,861,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Redeemable noncontrolling interest, membership units not held, share ratio | $ 10 | $ 10 | |||
Non-convertible And Contingent Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Less unamortized debt issuance costs | $ (631,000) | $ (703,000) | |||
Long term debt less debt discount | 14,369,000 | 14,297,000 | |||
Junior subordinated debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Junior subordinated notes | 49,614,000 | ||||
Less unamortized discount | [1] | (25,030,000) | (25,124,000) | ||
Long term debt less debt discount | [1] | 23,095,000 | 23,001,000 | ||
Ownership value of common stock of trusts | $ 1,489,000 | ||||
Yield to maturities | 15.04% | ||||
12.00% Non-convertible Senior Notes (2020 Senior Notes) [Member] | Non-convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 4,500,000 | ||||
Interest Rate | [2] | 12.00% | |||
Maturity | Jan. 1, 2022 | ||||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 2,400,000 | ||||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest rate, in event of default | 9.00% | ||||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest rate, in event of default | 13.00% | ||||
12.00% Non-convertible Senior Notes (2019 Senior Notes) [Member] | Non-convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 2,400,000 | $ 6,786,000 | |||
Interest Rate | 12.00% | [2] | 8.00% | ||
Debt Instrument, Interest rate, in event of default | 13.00% | 9.00% | |||
Maturity | [3] | Sep. 25, 2020 | |||
8.00% Contingent Convertible Senior Notes (2017 Convertible Note) [Member] | Contingent Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 15,000,000 | $ 15,000,000 | |||
Interest Rate | [2] | 8.00% | |||
Maturity | [4] | Mar. 31, 2022 | |||
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],[2] | 5.77% | |||
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],[2] | 5.52% | |||
Maturity | [1] | Mar. 30, 2035 | |||
Sunset Financial Statutory Trust I [Member] | Junior subordinated debt [Member] | Alesco Capital Trust I [Member] | |||||
Debt Instrument [Line Items] | |||||
Fair value of common securities | $ 0 | ||||
FT Financial Bank, N.A. [Member] | Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 17,500,000 | ||||
Maturity | Apr. 10, 2021 | ||||
Legacy Texas [Member] | Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 4,777,000 | ||||
[1] | The junior subordinated notes listed represent debt the Company owes to the two trusts noted above. The total par amount owed by the Company to the trusts is $49,614. However, the Company owns the common stock of the trusts in a total par amount of $1,489. The Company pays interest (and at maturity, principal) to the trusts on the entire $49,614 junior notes outstanding. However, the Company receives back from the trusts the pro rata share of interest and principal on the common stock 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 March 31, 2020 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] | On September 25, 2019, the Company amended 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 changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature in the 2013 Convertible Notes was removed; (iii) the interest rate 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." | ||||
[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 in 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 $14.50. See note 20 to our Annual Report on Form 10-K for the year ended December 31, 2019. |
Debt (Schedule Of Interest Expe
Debt (Schedule Of Interest Expense By Debt Instrument) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||
Interest expense, net | $ 2,605 | $ 1,854 |
Junior subordinated notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense, net | 821 | 880 |
2020 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense, net | 89 | |
2017 Convertible Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense, net | 371 | 360 |
2013 Convertible Notes / 2019 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense, net | 119 | 133 |
2018 FT LOC/2019 FT Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense, net | 152 | 92 |
Redeemable Financial Instrument - DGC Family Fintech Trust / CBF [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense, net | 690 | 148 |
Redeemable Financial Instrument - JKD Capital Partners I LTD [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense, net | 440 | 278 |
Redeemable Financial Instrument - ViaNova Capital Group, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Interest adjustment | $ (77) | $ (37) |
Equity (Preferred Stock) (Detai
Equity (Preferred Stock) (Details) | 3 Months Ended | ||
Mar. 31, 2020shares | Dec. 31, 2019$ / sharesshares | Dec. 30, 2019shares | |
Series E Preferred Stock [Member] | |||
Permanent Equity [Line Items] | |||
Preferred Stock, Shares Outstanding | 4,983,557 | ||
Ratio of shares to vote | 10 | ||
Series F Preferred Stock [Member] | |||
Permanent Equity [Line Items] | |||
Preferred Stock, shares authorized | 25,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | ||
Ratio of shares to vote | 10 | ||
Series F Preferred Stock [Member] | Mr. Cohen [Member] | |||
Permanent Equity [Line Items] | |||
Preferred Stock, shares issued | 12,549,273 | 12,549,273 | |
Series F Preferred Stock [Member] | DGC Trust [Member] | |||
Permanent Equity [Line Items] | |||
Preferred Stock, shares issued | 9,880,268 | 9,880,268 |
Equity (Stockholders Rights Pla
Equity (Stockholders Rights Plan) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
2020 Rights Agreement [Member] | ||
Number of shares issuable per right | 10 | |
Repurchase of Warrants, price per share | $ 200 | |
Share Price | $ 20 | |
Voting Power, Percentage | 50.00% | |
Percentage of purchase price requirement | 1.00% | |
Number of fractal units issued | 0 | |
Redemption price per right | $ 0.001 | |
Series C Junior Participating Preferred Stock | 2020 Rights Agreement [Member] | ||
Preferred Stock, par value | 0.001 | |
Rights agreement, purchase price per unit | $ 100 | |
Class of Warrant or Right, Exercise Trigger, Percentage of Common Stock Owned by Individual or Affiliates | 4.95% |
Equity (Other Narrative) (Detai
Equity (Other Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2018 | Jan. 19, 2017 |
Permanent Equity [Line Items] | ||||||
Ratio of Common Stock to membership units | 0.1 | |||||
Redemption of non-controlling interest, net | ||||||
Increase in other investments | $ 7,779 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||
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] | ||||||
Ratio of shares to vote | 10 | |||||
10b5-1 Plan [Member] | ||||||
Permanent Equity [Line Items] | ||||||
Repurchase amount authorized | $ 2,000 | |||||
Purchase of common stock, shares | 7,890 | |||||
Treasury Stock, Value, Acquired, Par Value Method | $ 65 | |||||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||||
Permanent Equity [Line Items] | ||||||
Redemption of non-controlling interest, net | $ 8 | (14) | ||||
Additional Paid-in Capital [Member] | ||||||
Permanent Equity [Line Items] | ||||||
Redemption of non-controlling interest, net | (123) | 133 | ||||
Non-controlling Interest [Member] | ||||||
Permanent Equity [Line Items] | ||||||
Redemption of non-controlling interest, net | $ 115 | $ (119) | ||||
IMXI [Member] | ||||||
Permanent Equity [Line Items] | ||||||
Shares subject to certain restrictions on transfer | 264,023 | |||||
Share Price | $ 17 | $ 15 | ||||
SPA, Daniel G. Cohen And DGC Trust [Member] | ||||||
Permanent Equity [Line Items] | ||||||
Class of Warrant or Right, Exercise Trigger, Percentage of Common Stock Owned by Individual or Affiliates | 19.99% | |||||
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 | 370,881 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||||
Daniel G. Cohen [Member] | DGC Trust [Member] | ||||||
Permanent Equity [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | $ 3,428 | $ 3,428 | ||||
IMXI And COHN, LLC [Member] | DGC Trust [Member] | Non-controlling Interest [Member] | ||||||
Permanent Equity [Line Items] | ||||||
Issuance of shares | 291,480 | 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 (Schedule Of Unrestricte
Equity (Schedule Of Unrestricted Common Stock Activity) (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Equity [Abstract] | |
Shares, Beginning | 1,119,909 |
Vesting of shares | 55,278 |
Shares withheld for employee taxes and retired | (15,043) |
Shares, Ending | 1,160,144 |
Equity (Operating LLC Membershi
Equity (Operating LLC Membership Units) (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Units related to UIS Agreement | 402,350 |
Unit Issuance And Surrender Agreement [Member] | |
Units related to UIS Agreement | 402,350 |
Equity (Schedule Of Effects Of
Equity (Schedule Of Effects Of Changes In Ownership Interest Subsidiary) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Net income (loss) attributable to Cohen & Company Inc. | $ (3,102) | $ (1,202) |
Increase / (decrease) in Cohen & Company Inc. paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net | 123 | (133) |
Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest | $ (3,225) | $ (1,069) |
Net Capital Requirements (Detai
Net Capital Requirements (Details) $ in Thousands | Mar. 31, 2020USD ($) |
JVB's [Member] | |
Net Capital Requirements [Line Items] | |
Actual Net Capital or Liquid Capital | $ 56,517 |
Excess | 55,632 |
CCFEL [Member] | |
Net Capital Requirements [Line Items] | |
Actual Net Capital or Liquid Capital | 2,194 |
Amount Required | 945 |
Excess | 1,249 |
Cohen and Company Financial Limited [Member] | |
Net Capital Requirements [Line Items] | |
Actual Net Capital or Liquid Capital | 627 |
Amount Required | 145 |
Excess | $ 482 |
Earnings _ (Loss) Per Common _3
Earnings / (Loss) Per Common Share (Schedule of Earnings / (Loss) Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Earnings / (Loss) Per Common Share [Abstract] | |||
Net income / (loss) attributable to Cohen & Company | $ (3,102) | $ (1,202) | |
Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership | [1] | (8,523) | (622) |
Add / (deduct): Adjustment | [2] | 966 | 53 |
Net income / (loss) on a fully converted basis | $ (10,659) | $ (1,771) | |
Weighted average common shares outstanding - Basic | 1,146,879 | 1,133,166 | |
Unrestricted Operating LLC membership units exchangeable into Cohen & Company shares | [1] | 2,793,798 | 532,409 |
Weighted average common shares outstanding - Diluted | 3,940,677 | 1,665,575 | |
Net income / (loss) per common share - Basic | $ (2.70) | $ (1.06) | |
Net income / (loss) per common share - Diluted | (2.70) | (1.06) | |
Redeemable noncontrolling interest, membership units not held, share ratio | $ 10 | $ 10 | |
[1] | The Operating LLC units of membership interest 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 because the Company would have incurred a higher income tax expense or realized a higher income tax benefit, as applicable, if the Operating LLC units of membership interests had been converted at the beginning of the period. |
Earnings_(Loss) Per Common Shar
Earnings/(Loss) Per Common Share (Schedule Of Anti-Dilutive Securities) (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,080,373 | 1,659,134 |
8.00% Contingent Convertible Senior Notes (2017 Convertible Note) [Member] | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,034,483 | 1,034,483 |
8.00% Contingent Convertible Senior Notes (2013 Convertible Notes) [Member] | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 565,469 | |
Restricted Common Stock [Member] | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 30,466 | 44,176 |
Restricted Operatnig LLC Units [Member] | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 15,424 | 15,006 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments And Contingencies [Line Items] | ||
Rent expense | $ 378 | $ 390 |
JVB Holdings [Member] | ||
Commitments And Contingencies [Line Items] | ||
Loss Contingency, Estimate of Possible Loss | $ 1,000,000 |
Segment And Geographic Inform_3
Segment And Geographic Information (Narrative) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)segment | |
Segment And Geographic Information [Abstract] | |
Number of Operating Segments | segment | 3 |
Goodwill impairment charge | $ | $ 7,883 |
Segment And Geographic Inform_4
Segment And Geographic Information (Schedule Of Segment Reporting Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Principal transactions and other income | $ (2,406) | $ 414 |
Total revenues | 17,770 | 11,140 |
Salaries/Wages | 14,134 | 6,364 |
Other Operating Expense | 5,198 | 4,844 |
Impairment of goodwill | 7,883 | |
Total operating expenses | 27,215 | 11,208 |
Operating income (loss) | (9,445) | (68) |
Interest (income) expense | 2,605 | 1,854 |
Income (loss) from equity method affiliates | (107) | (8) |
Income (loss) before income tax expense (benefit) | (12,157) | (1,930) |
Income tax expense (benefit) | (372) | (106) |
Net income (loss) | (11,785) | (1,824) |
Less: Net income (loss) attributable to the non-controlling interest | (8,683) | (622) |
Net income (loss) attributable to Cohen & Company Inc. | (3,102) | (1,202) |
Depreciation and amortization (included in total operating expense) | 80 | 81 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Principal transactions and other income | (2,406) | 414 |
Total revenues | 17,770 | 11,140 |
Salaries/Wages | 13,027 | 5,669 |
Other Operating Expense | 3,804 | 3,704 |
Impairment of goodwill | 7,883 | |
Total operating expenses | 24,714 | 9,373 |
Operating income (loss) | (6,944) | 1,767 |
Interest (income) expense | 75 | 55 |
Income (loss) from equity method affiliates | (107) | (8) |
Income (loss) before income tax expense (benefit) | (7,126) | 1,704 |
Net income (loss) | (7,126) | 1,704 |
Net income (loss) attributable to Cohen & Company Inc. | (7,126) | 1,704 |
Depreciation and amortization (included in total operating expense) | 5 | 6 |
Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Salaries/Wages | 1,107 | 695 |
Other Operating Expense | 1,394 | 1,140 |
Total operating expenses | 2,501 | 1,835 |
Operating income (loss) | (2,501) | (1,835) |
Interest (income) expense | 2,530 | 1,799 |
Income (loss) before income tax expense (benefit) | (5,031) | (3,634) |
Income tax expense (benefit) | (372) | (106) |
Net income (loss) | (4,659) | (3,528) |
Less: Net income (loss) attributable to the non-controlling interest | (8,683) | (622) |
Net income (loss) attributable to Cohen & Company Inc. | 4,024 | (2,906) |
Depreciation and amortization (included in total operating expense) | 75 | 75 |
Capital Markets [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Principal transactions and other income | 9 | 1 |
Total revenues | 18,570 | 8,725 |
Salaries/Wages | 11,910 | 4,547 |
Other Operating Expense | 3,277 | 2,911 |
Impairment of goodwill | 7,883 | |
Total operating expenses | 23,070 | 7,458 |
Operating income (loss) | (4,500) | 1,267 |
Interest (income) expense | 75 | 55 |
Income (loss) before income tax expense (benefit) | (4,575) | 1,212 |
Net income (loss) | (4,575) | 1,212 |
Net income (loss) attributable to Cohen & Company Inc. | (4,575) | 1,212 |
Depreciation and amortization (included in total operating expense) | 4 | 5 |
Asset Management [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Principal transactions and other income | 116 | 97 |
Total revenues | 1,731 | 2,099 |
Salaries/Wages | 1,117 | 1,122 |
Other Operating Expense | 477 | 693 |
Total operating expenses | 1,594 | 1,815 |
Operating income (loss) | 137 | 284 |
Income (loss) from equity method affiliates | 200 | |
Income (loss) before income tax expense (benefit) | 337 | 284 |
Net income (loss) | 337 | 284 |
Net income (loss) attributable to Cohen & Company Inc. | 337 | 284 |
Depreciation and amortization (included in total operating expense) | 1 | 1 |
Principal Investing [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Principal transactions and other income | (2,531) | 316 |
Total revenues | (2,531) | 316 |
Other Operating Expense | 50 | 100 |
Total operating expenses | 50 | 100 |
Operating income (loss) | (2,581) | 216 |
Income (loss) from equity method affiliates | (307) | (8) |
Income (loss) before income tax expense (benefit) | (2,888) | 208 |
Net income (loss) | (2,888) | 208 |
Net income (loss) attributable to Cohen & Company Inc. | (2,888) | 208 |
Net Trading [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 18,561 | 8,724 |
Net Trading [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 18,561 | 8,724 |
Net Trading [Member] | Capital Markets [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 18,561 | 8,724 |
Asset Management [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,615 | 2,002 |
Asset Management [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,615 | 2,002 |
Asset Management [Member] | Asset Management [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 1,615 | $ 2,002 |
Segment And Geographic Inform_5
Segment And Geographic Information (Reconciliation Of Assets From Segment To Consolidated) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | $ 6,596,540 | $ 8,001,624 | |
Goodwill | [1] | 109 | 7,992 |
Intangible assets | [1] | 166 | 166 |
Equity Method Affiliates [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 5,789 | 3,799 | |
Operating Segments [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 6,581,462 | 7,988,796 | |
Goodwill | [1] | 109 | 7,992 |
Intangible assets | [1] | 166 | 166 |
Operating Segments [Member] | Equity Method Affiliates [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 5,789 | 3,799 | |
Operating Segments [Member] | Capital Markets [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 6,564,241 | 7,968,491 | |
Goodwill | [1] | 54 | 7,937 |
Intangible assets | [1] | 166 | 166 |
Operating Segments [Member] | Asset Management [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 1,348 | 1,616 | |
Goodwill | [1] | 55 | 55 |
Operating Segments [Member] | Principal Investing [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 15,873 | 18,689 | |
Operating Segments [Member] | Principal Investing [Member] | Equity Method Affiliates [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 5,789 | 3,799 | |
Unallocated [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | [2] | $ 15,078 | $ 12,828 |
[1] | Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above. | ||
[2] | Unallocated assets primarily include: (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets. Such amounts are excluded in business segment reporting to the chief operating decision maker. |
Segment And Geographic Inform_6
Segment And Geographic Information (Revenue By Geographic Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 17,770 | $ 11,140 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 16,942 | 10,082 |
United Kingdom & Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 828 | $ 1,058 |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosure (Narrative) (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Conversion [Line Items] | |||||
Interest paid | $ 2,033 | $ 2,070 | |||
Income taxes paid | 4 | 4 | |||
Income tax refunds | 48 | ||||
Redemption of non-controlling interest, net | |||||
Right-of-use asset - operating leases | 6,867 | $ 7,155 | |||
Lease liability - operating leases | 7,391 | 7,693 | |||
Reduction in retained earnings due to effect of adoption | 36,913 | 42,736 | 48,756 | $ 42,438 | |
Increase (decrease) in other receivables | (29,618) | (3,894) | |||
Increase in other investments | 7,779 | ||||
Dividends payable | 335 | ||||
Increase (decrease) due to recorded interest income in redeemable financial instruments | 76 | 37 | |||
Accounting Standards Update 2016-02 [Member] | |||||
Debt Conversion [Line Items] | |||||
Right-of-use asset - operating leases | $ 8,416 | ||||
Lease liability - operating leases | 8,860 | ||||
Increase (decrease) in other receivables | 18 | ||||
Reduction in other liabilities | $ (406) | ||||
Common Stock [Member] | |||||
Debt Conversion [Line Items] | |||||
Redemption of non-controlling interest, net | |||||
Reduction in retained earnings due to effect of adoption | 12 | 12 | 12 | 12 | |
Additional Paid-in Capital [Member] | |||||
Debt Conversion [Line Items] | |||||
Redemption of non-controlling interest, net | (123) | 133 | |||
Reduction in retained earnings due to effect of adoption | 68,622 | 68,689 | 68,714 | 68,591 | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Debt Conversion [Line Items] | |||||
Redemption of non-controlling interest, net | 8 | (14) | |||
Reduction in retained earnings due to effect of adoption | (936) | (916) | (915) | (908) | |
Non-controlling Interest [Member] | |||||
Debt Conversion [Line Items] | |||||
Redemption of non-controlling interest, net | 115 | (119) | |||
Reduction in retained earnings due to effect of adoption | 6,871 | 8,384 | 15,437 | $ 6,664 | |
Contingent Convertible Senior Notes [Member] | 8.00% Contingent Convertible Senior Notes (2017 Convertible Note) [Member] | |||||
Debt Conversion [Line Items] | |||||
Long-term Debt, Gross | $ 15,000 | $ 15,000 | |||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-02 [Member] | |||||
Debt Conversion [Line Items] | |||||
Reduction in retained earnings due to effect of adoption | (20) | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Accounting Standards Update 2016-02 [Member] | |||||
Debt Conversion [Line Items] | |||||
Reduction in retained earnings due to effect of adoption | |||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member] | Accounting Standards Update 2016-02 [Member] | |||||
Debt Conversion [Line Items] | |||||
Reduction in retained earnings due to effect of adoption | |||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accounting Standards Update 2016-02 [Member] | |||||
Debt Conversion [Line Items] | |||||
Reduction in retained earnings due to effect of adoption | |||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Non-controlling Interest [Member] | Accounting Standards Update 2016-02 [Member] | |||||
Debt Conversion [Line Items] | |||||
Reduction in retained earnings due to effect of adoption |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ / mo in Thousands | Jan. 31, 2020USD ($) | Dec. 30, 2019shares | Oct. 01, 2019USD ($) | Jan. 09, 2019USD ($) | Sep. 29, 2017USD ($) | Oct. 03, 2016USD ($) | Mar. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jul. 31, 2018USD ($) | Jan. 31, 2017USD ($) | Sep. 30, 2013USD ($) | Mar. 31, 2020USD ($)$ / moshares | Mar. 31, 2019USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares | Sep. 30, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from redeemable financial instrument | $ 1,268,000 | |||||||||||||||||
Redeemable Financial Instrument | $ 16,907,000 | $ 16,907,000 | $ 16,983,000 | |||||||||||||||
Redemption of non-controlling interest, net | ||||||||||||||||||
Investments / advances | 2,097,000 | |||||||||||||||||
Rent expense | 378,000 | 390,000 | ||||||||||||||||
Net gains (losses) in principal transactions and other income | $ (107,000) | |||||||||||||||||
Company matching percent | 50.00% | |||||||||||||||||
Percent of employees gross salary qualifying for matching contributions | 3.00% | |||||||||||||||||
Company plan contributions | $ 98,000 | 91,000 | ||||||||||||||||
Insurance SPAC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 0 | |||||||||||||||||
Investments / advances | ||||||||||||||||||
Net gains (losses) in principal transactions and other income | $ (306,000) | |||||||||||||||||
Service fees, per month | $ / mo | 10 | |||||||||||||||||
CK Capital Partners B.V. [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Ownership percentage of equity method affiliate | 45.00% | |||||||||||||||||
Equity Method Investment, Quoted Market Value | $ 18,000 | |||||||||||||||||
Investments / advances | ||||||||||||||||||
Net gains (losses) in principal transactions and other income | 230,000 | |||||||||||||||||
AOI [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Ownership percentage of equity method affiliate | 10.00% | |||||||||||||||||
Equity Method Investment, Quoted Market Value | $ 1,000 | |||||||||||||||||
Investments / advances | 2,097,000 | |||||||||||||||||
Net gains (losses) in principal transactions and other income | $ (31,000) | |||||||||||||||||
U.S. Insurance JV [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Ownership percentage of equity method affiliate | 4.66% | 4.66% | ||||||||||||||||
SPAC Funds [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Ownership percentage of equity method affiliate | 2.53% | 2.53% | ||||||||||||||||
EBC Family Trust [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable, related parties | $ 2,400,000 | |||||||||||||||||
Value of shares issued | 1,600,000 | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 4,000,000 | |||||||||||||||||
TBBK [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Interest Expense, Related Party | $ 0 | 0 | ||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 0 | |||||||||||||||||
Daniel G. Cohen [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Value of shares issued | 4,351,000 | |||||||||||||||||
Daniel G. Cohen [Member] | CK Capital Partners B.V. [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Equity Method Investment, Quoted Market Value | 17,000 | |||||||||||||||||
JKD Capital Partners I, LTD [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from redeemable financial instrument | $ 1,268,000 | $ 1,000,000 | $ 6,000,000 | |||||||||||||||
Redeemable Financial Instrument | 7,957,000 | 7,957,000 | 7,957,000 | |||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 2,250,000 | |||||||||||||||||
Investments / advances | $ 6,000,000 | $ 1,268,000 | $ 1,000,000 | |||||||||||||||
CBF Cohen Bros. Financial [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 8,000,000 | |||||||||||||||||
DGC Trust/CBF [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Redeemable Financial Instrument | $ 6,500,000 | $ 8,500,000 | 8,500,000 | $ 8,500,000 | $ 8,000,000 | |||||||||||||
One-time payment for amended agreement | $ 1,500,000 | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | 10,000,000 | |||||||||||||||||
DGC Trust [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Redeemable Financial Instrument | $ 2,000,000 | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 2,000,000 | |||||||||||||||||
FinTech Masala [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Consulting fees per month | $ / mo | 1 | |||||||||||||||||
Zucker and Moore, LLC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 24,000 | 24,000 | ||||||||||||||||
Insurance SPAC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Related Party Transactions, Agreed Amount To Lend | $ 750,000 | $ 750,000 | ||||||||||||||||
Betsy Cohen [Member] | Sponsor Entities [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Investments / advances | $ 2,000 | |||||||||||||||||
COHN, LLC [Member] | Fin Tech Acquisition Corp II [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 2,513,000 | |||||||||||||||||
Sponsor Entities [Member] | Insurance SPAC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Ownership percentage of equity method affiliate | 26.50% | 26.50% | ||||||||||||||||
Contingent Convertible Senior Notes [Member] | Edward E. Cohen IRA [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Convertible notes purchased | $ 4,386,000 | |||||||||||||||||
Series F Preferred Stock [Member] | DGC Trust [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Preferred Stock, shares issued | shares | 9,880,268 | 9,880,268 | ||||||||||||||||
Series F Preferred Stock [Member] | Mr. Cohen [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Preferred Stock, shares issued | shares | 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 | shares | 370,881 | 370,881 | ||||||||||||||||
Non-controlling Interest [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Redemption of non-controlling interest, net | $ 115,000 | $ (119,000) |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Related Party Transactions) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Net trading | $ 18,561 | $ 8,724 |
Principal transactions and other income | (2,406) | 414 |
Income (loss) from equity method affiliates | (107) | (8) |
TBBK [Member] | ||
Related Party Transaction [Line Items] | ||
Net trading | 2 | |
EuroDekania Management Limited [Member] | ||
Related Party Transaction [Line Items] | ||
Asset management | 86 | |
Principal transactions and other income | 291 | |
Fin Tech Acquisition Corp II [Member] | ||
Related Party Transaction [Line Items] | ||
Principal transactions and other income | 3 | 3 |
Insurance SPAC [Member] | ||
Related Party Transaction [Line Items] | ||
Principal transactions and other income | 30 | 4 |
Income (loss) from equity method affiliates | (307) | (8) |
SPAC Funds [Member] | ||
Related Party Transaction [Line Items] | ||
Asset management | (47) | 31 |
Principal transactions and other income | (59) | 24 |
U.S. Insurance JV [Member] | ||
Related Party Transaction [Line Items] | ||
Asset management | 90 | 80 |
Principal transactions and other income | (167) | 39 |
AOI [Member] | ||
Related Party Transaction [Line Items] | ||
Income (loss) from equity method affiliates | (30) | |
CK Capital Partners B.V. [Member] | ||
Related Party Transaction [Line Items] | ||
Income (loss) from equity method affiliates | 230 | |
Duane Morris [Member] | ||
Related Party Transaction [Line Items] | ||
Operating expense (income) | 319 | 101 |
FinTech Masala [Member] | ||
Related Party Transaction [Line Items] | ||
Operating expense (income) | 11 | 6 |
CBF [Member] | ||
Related Party Transaction [Line Items] | ||
Interest expense (income) | 528 | 119 |
DGC Trust [Member] | ||
Related Party Transaction [Line Items] | ||
Interest expense (income) | 533 | 390 |
E.B.C. [Member] | ||
Related Party Transaction [Line Items] | ||
Interest expense (income) | 72 | 47 |
Edward E. Cohen IRA [Member] | ||
Related Party Transaction [Line Items] | ||
Interest expense (income) | 48 | 87 |
JKD Capital Partners I, LTD [Member] | ||
Related Party Transaction [Line Items] | ||
Interest expense (income) | 484 | 278 |
Affiliated Entity [Member] | ||
Related Party Transaction [Line Items] | ||
Asset management | 43 | 197 |
Principal transactions and other income | (193) | 361 |
Income (loss) from equity method affiliates | (107) | (8) |
Operating expense (income) | 308 | 95 |
Interest expense (income) | $ 1,665 | $ 921 |
Due From _ Due To Related Par_3
Due From / Due To Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 411 | $ 466 |
Employees & Other [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 411 | $ 466 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Feb. 03, 2020USD ($) | Apr. 30, 2020USD ($)employee |
Edward E. Cohen IRA [Member] | ||
Subsequent Event [Line Items] | ||
Repayments of Long-term Debt | $ 4,386,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Face Amount | $ 2,200,000 | |
Subsequent Event [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Number of employees | employee | 100 |