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Organization and Basis of Presentation | 9 Months Ended
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Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization Overview Siebert Financial Corp., a New York corporation, incorporated in 1934, is a holding company that conducts the following lines of business through its wholly-owned subsidiaries: • Retail brokerage business through Muriel Siebert & Co., Inc. (“MSCO”), a Delaware corporation and broker-dealer registered with the SEC • Investment advisory services through Siebert AdvisorNXT, Inc. (“SNXT”), a New York corporation registered with the SEC as a Registered Investment Adviser (“RIA”) under the Investment Advisers Act of 1940, as amended • Insurance services through Park Wilshire Companies, Inc. (“PW”), a Texas corporation and licensed insurance agency • Robo-advisory technology development through Siebert Technologies, LLC (“STCH”), a Nevada limited liability company • Prime brokerage services through WPS Prime Services, LLC (“WPS”), a Delaware limited liability company and a broker-dealer registered with the SEC • StockCross Digital Solutions, Ltd. (“STXD”), an inactive subsidiary headquartered in Bermuda For purposes of this Quarterly Report on Form 10-Q, the terms “Siebert,” “Company,” “we,” “us,” and “our” refer to Siebert Financial Corp., MSCO, SNXT, PW, STCH, WPS, and STXD collectively, unless the context otherwise requires. The Company is headquartered in New York, NY, with primary operations in New Jersey, Florida, and California. The Company has 15+ branch offices throughout the U.S. and clients around the world. The Company’s SEC filings are available through the Company’s website at www.siebert.com, where investors can obtain copies of the Company’s public filings free of charge. The Company’s common stock, par value $.01 per share, trades on the Nasdaq Capital Market under the symbol “SIEB.” The Company primarily operates in the securities brokerage and asset management industry and has no other reportable segments. All of the Company's revenues for the three and nine months ended September 30, 2021 and 2020 were derived from its operations in the U.S. As of September 30, 2021, the Company is comprised of a single operating segment based on the factors related to management’s decision-making framework as well as management evaluating performance and allocating resources based on assessments of the Company from a consolidated perspective. Non-Binding Letter of Intent with Tigress On August 23, 2021, the Company signed a non-binding letter of intent between the Company and Tigress Holdings, LLC, a Delaware limited liability company (“Tigress Holdings”). The letter of intent memorializes the parties’ intention to enter into definitive written agreements pursuant to which (i) Tigress Holdings will transfer to the Company limited liability company membership interests representing twenty-four percent (24%) of the outstanding membership interests in Tigress Financial Partners, LLC, a Delaware limited liability company (“Tigress Financial”); and (ii) the Company will transfer to Tigress Holdings limited liability company membership interests representing twenty-four percent (24%) of the outstanding membership interests of the Company’s wholly-owned subsidiary, WPS, and such number of shares of the Company’s common stock that shall represent an amount equal to the difference between the parties’ agreed valuation of Tigress Financial and WPS. Approval of 2021 Equity Incentive Plan On September 17, 2021, the Company’s shareholders approved the Siebert Financial Corp. 2021 Equity Incentive Plan (the “Plan”) at the Company’s 2021 Annual Meeting of Shareholders. The Plan provides for the grant of stock options, restricted stock, and other equity awards of the Company’s common stock to employees, officers, consultants, directors, and other service providers. There are 3 million shares reserved under the Plan, and the Company issued no securities under the Plan for the three and nine months ended September 30, 2021. -6- Partnership with JonesTrading and Termination of Goldman Sachs Clearing Arrangement On August 30, 2021, Goldman Sachs & Co. LLC ("GSCO") notified WPS that its clearing arrangement with WPS will be terminated. Due to the termination of WPS’s clearing arrangement with GSCO, substantially all of the revenue producing customers of WPS will transition to other prime service providers. The Company does not anticipate the impact of this development will materially adversely affect the Company’s results of operations for the year ended December 31, 2021; however, it will materially adversely affect the Company’s results of operations in future periods. As a result of this development, the Company recorded a full impairment of its WPS customer relationships intangible asset, and WPS revenue, expenses, and institutional customer assets are expected to be significantly reduced in future periods. On October 7, 2021, the Company signed an agreement with JonesTrading Institutional Services LLC (“JonesTrading”) to transfer certain customers of WPS to JonesTrading. In exchange, JonesTrading will pay the Company a percentage of the revenue produced by those clients less any related expenses. The percentage paid to the Company related to this agreement will decline every year and the arrangement will end in October 2024. Acquisition of StockCross On January 25, 2019, the Company purchased approximately 15% of the outstanding shares of StockCross Financial Services, Inc. (“StockCross”). Subsequently, the Company acquired the remaining 85% of StockCross’ outstanding shares in exchange for 3,298,774 shares of the Company’s common stock. Effective January 1, 2020, StockCross was merged with and into MSCO, and as of January 1, 2020, all clearing and other services provided by StockCross were performed by MSCO. Prior to and as of the date of the Company’s acquisition of StockCross, the Company and StockCross were entities under common control of Gloria E. Gebbia, the Company’s principal stockholder, and members of her immediate family (collectively, the “Gebbia Family”). The acquisition represented a change in reporting entity. COVID-19 The challenges posed by the COVID-19 pandemic on the global economy increased significantly starting in the first quarter of 2020. COVID-19 spread across the globe during 2020 and impacted economic activity worldwide. In response to COVID-19, national and local governments around the world instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. The primary financial impact on the Company from the COVID-19 pandemic for the three and nine months ended September 30, 2021 and 2020 was lower interest revenue resulting from lower benchmark interest rates. The Company is actively monitoring the impact of COVID-19 on its business, financial condition, liquidity, operations, employees, clients and business partners. Based on management’s assessment as of September 30, 2021, the ultimate impact of COVID-19 on the Company’s business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time. Refer to Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Report for additional detail on COVID-19 and its impact on the Company. Basis of Presentation The accompanying condensed consolidated financial statements (“financial statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring entries) necessary to fairly present such interim results. Interim results are not necessarily indicative of the results of operations which may be expected for a full year or any subsequent period. These financial statements should be read in conjunction with the financial statements and notes thereto in the Company’s 2020 Form 10-K. The financial statements include the accounts of Siebert and its wholly-owned subsidiaries, and upon consolidation, all intercompany balances and transactions are eliminated. The U.S. dollar is the functional currency of the Company and numbers are rounded for presentation purposes. -7- Significant Accounting Policies The Company’s significant accounting policies are included in Note 2 – Summary of Significant Accounting Policies in the Company’s 2020 Form 10-K, and any updates as of September 30, 2021 are listed below. Investments, Cost Accounting Standards Update (“ASU”) 2020-01, “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,” generally requires entities to measure equity investments (other than equity method investments, controlling financial interests that result in consolidation of the investee and certain other investments) at fair value and recognize any changes in fair value in net income. However, entities will be able to elect a measurement alternative for equity investments that do not have readily determinable fair values and do not qualify for the practical expedient in ASC 820 to estimate fair value using the net asset value (“NAV”) per share. Pursuant to ASU 2020-01, the Company has made an accounting policy election to measure equity securities without readily determinable fair value at cost, less any impairment, adjusted for any changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Other than the updates described above, there have been no material changes to the Company’s significant accounting policies.

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- Definition The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -URI http://asc.fasb.org/topic&trid=2122369 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -URI http://asc.fasb.org/topic&trid=2122149 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -URI http://asc.fasb.org/topic&trid=2134479 + Details
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