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3. Sale of Capital Markets Group Business
9 Months Ended
Sep. 30, 2016
Sale Of Capital Markets Group Business  
2. Sale of capital markets group business

On November 4, 2014, the Company, which held a 49% membership interest in, and the other members of, Siebert Cisneros Shank., LLC, formerly known as Siebert Brandford Shank & Co., LLC (“SCS”), contributed their SCS membership interests into Siebert Cisneros Shank LLC formerly known as Siebert Brandford Shank Financial, LLC (“SBSF”), a newly formed Delaware limited liability company, in exchange for the same percentage interests in SBSF. On the same day, the Company entered into an Asset Purchase Agreement (the “SCM Purchase Agreement”) with SCS and SCSF, pursuant to which the Company sold substantially all of the Siebert Capital Markets Group (“SCM”) assets to SCSF. Pursuant to the SCM Purchase Agreement, SCSF assumed post-closing liabilities relating to the transferred business.

 

The SCM Purchase Agreement provides for an aggregate purchase price for the disposition of $3,000,000, payable by SCSF after closing in annual installments commencing on March 1, 2016 and continuing on each of March 1, 2017, 2018, 2019 and 2020. The transferred business was contributed by SCSF to, and operated by, SCS. The amount payable to the Company on each annual payment date will equal 50% of the net income attributable to the transferred business recognized by SCS in accordance with generally accepted accounting principles during the fiscal year ending immediately preceding the applicable payment date; provided that, if net income attributable to the transferred business generated prior to the fifth annual payment date is insufficient to pay the remaining balance of the purchase price in full on the fifth annual payment date, then the unpaid amount of the purchase price will be paid in full on March 1, 2021. The annual installment payable on March 1, 2016 which amounted to $493,000, was based on the net income attributable to the capital markets business for the year ended December 31, 2015. The SCSF payment obligation comprises part of the Transferred Receivable and Note described in Note 2.

 

The fair value of the purchase obligation was based on the present value of estimated annual installments to be received during 2016 through 2020 from forecasted net income of the transferred business plus a final settlement in 2021, discounted at 11.5% (representing SCS’s weighted average cost of capital). The discount recorded for the purchase obligation will be amortized as interest income using an effective yield, initially calculated based on the original carrying amount of the obligation and estimated annual installments to be received and adjusted in future periods to reflect actual installments received and changes in estimates of future installments. Interest income recognized on the obligation for the three and nine month period ended September 30, 2016 amounted to approximately $52,000 and $162,000, respectively, based on a yield of approximately 12%.