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Related Party Transactions | 12 Months Ended
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Dec. 31, 2013
Related Party Transactions [Abstract] |
Related Party Transactions | 29 . RELATED PARTY TRANSACTIONS The Company has identified the following related party transactions for the years ended December 31, 2013, 2012, and 2011. 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. Transactions between Star Asia Manager and the Company Star Asia Manager serves as external manager of Star Asia and Star Asia SPV (see D-1 and D-6 listed below) and the Company owned 50% of Star Asia Manager prior to March 1, 2013. Following the Star Asia Manager Repurchase Transaction, the Company acquired 100% control of Star Asia Manager and included Star Asia Manager in its consolidated financial statements. See note 4 for a description of the Star Asia Manager Repurchase Transaction. Prior to March 1, 2013, Star Asia Manager had been identified as a related party because it was an equity method investee of the Company. The Company had recognized its share of the income or loss of Star Asia Manager as income or loss from equity method affiliates in the consolidated statements of operations during the pre-acquisition period. Income or loss recognized under the equity method is disclosed in the table at the end of this section. On February 20, 2014, the Company announced the completion of the sale of the Company’s ownership interest in the Star Asia Group, including Star Asia Manager. See note 31. B. Cohen Bros. Financial, LLC (“CBF”) and EBC 2013 Family Trust (“EBC”) CBF has been identified as a related party because (i) CBF is a non-controlling interest holder of the Company and (ii) CBF is wholly owned by Daniel G. Cohen, Vice Chairman of the Company’s Board of Directors and the board of managers of the Operating LLC, President and Chief Executive of the Company’s European Business, and President of CCFL (formerly the Chairman and Chief Executive Officer of the Company). Beginning in October 2008, the Company began receiving a monthly advisory fee for consulting services provided by the Company to CBF. The Company stopped providing these services and stopped receiving this fee as of March 31, 2012. The fee was recognized as a component of asset management revenue in the consolidated statements of operations. This fee is disclosed as management fee revenue in the tables at the end of this section. In September 2013, EBC, as an assignee of CBF, made a $4,000 investment in the Company. Mr. Cohen is a trustee of EBC. The Company issued $2,400 in principal amount of the 8.0% Convertible Notes to EBC. See note E listed below and notes 4 and 17. The Company incurred interest expense on this debt which is disclosed as part of interest expense incurred in the table at end of this section. C. The Bancorp, Inc. The Bancorp, Inc. (“TBBK”) is identified as a related party because TBBK’s Chairman is the Vice Chairman of the Company’s Board of Directors and of the board of managers of the Operating LLC, President and Chief Executive of the Company’s European Business, and President of CCFL (formerly the Company’s Chairman and Chief Executive Officer). TBBK maintained deposits for the Company in the amount of $52 and $36 as of December 31, 2013 and 2012, respectively. These amounts are not disclosed in the tables at the end of this section. As part of the Company’s broker-dealer operations, the Company from time to time purchases securities from third parties and sells those securities to TBBK. The Company may purchase securities from TBBK and ultimately sell those securities to third parties. In either of the cases listed above, the Company includes the trading revenue earned (i.e. the gain or loss realized, or commission earned) by the Company for the entire transaction in the amounts disclosed as part of net trading in the table at the end of this section. From time to time, the Company will enter into repurchase agreements with TBBK as its counterparty. As of December 31, 2013, the Company had a repurchase agreement in the amount of $6,445 with TBBK as its counterparty. This is included as a component of securities sold under agreement to repurchase in the consolidated balance sheet. The Company incurred interest expense related to repurchase agreements with TBBK as its counterparty in the amount of $396 for the year ended December 31, 2013, which was included as a component of net trading revenue in the Company’s consolidated statements of operations. These amounts are not disclosed in the tables at the end this section. During the year ended December 31, 2013, the Company’s broker-dealer operations received a new issue fee of $174 from the Bancorp Bank related to the placement of a CLO managed by a unrelated third party. In December 2012, the Company purchased 2,400 shares of TBBK common stock in the open market for $26. As of December 31, 2012, the fair market value of the TBBK common stock was $26 and was included as a component of investments-trading on the Company’s consolidated balance sheets. D. Investment Vehicles and Other The following are identified as related parties. Amounts with respect to the transactions identified below are summarized in a table at the end of this section. 1. Star Asia has been identified as a related party because in the absence of the fair value option of FASB ASC 825, Star Asia would be treated as an equity method affiliate, and because the Vice Chairman of the Company’s Board of Directors and of the board of managers of the Operating LLC, President and Chief Executive of the Company’s European Business, and President of CCFL (formerly the Company’s Chairman and Chief Executive Officer) was a member of Star Asia’s board of directors until February 20, 2014. As of December 31, 2013, the Company had an investment in Star Asia. The Company, through Star Asia Manager, had an asset management contract with Star Asia. Dividends received from the Company’s investment in Star Asia are disclosed as part of dividend income in the tables at the end of this section. Gains or losses recognized from its investment are disclosed as part of gain / (loss) in the tables at the end of this section. Amounts earned from the management contract are disclosed as part of management fee revenue in the tables at the end of this section. On February 20, 2014, the Company announced the completion of the sale of the Company’s ownership interest in the Star Asia Group, including Star Asia. See note 31. 2. EuroDekania has been identified as a related party because the Vice Chairman of the Company’s Board of Directors and of the board of managers of the Operating LLC, President and Chief Executive of the Company’s European Business, and President of CCFL (formerly the Chairman and Chief Executive Officer) was a member of EuroDekania’s board of directors from its inception through December 18, 2013. The Company has a management contract with and an investment in EuroDekania. Dividends received from that investment are disclosed as part of dividend income in the tables at the end of this section. Gains or losses recognized from its investment are disclosed as part of gain / (loss) in the tables at the end of this section. Amounts earned from its management contract are disclosed as part of management fee revenue in the tables at the end of this section. As part of the Company’s broker-dealer operations, the Company from time to time purchases securities from third parties and sells those securities to EuroDekania. Or, the Company may purchase securities from EuroDekania and ultimately sell those securities to third parties. In either case, the Company includes the trading revenue earned (i.e. the gain or loss realized) 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. 3. Prior to MFCA’s merger with Tiptree in June 2011 (see note 3-F), MFCA had been identified as a related party because: (i) in the absence of the fair value option of FASB ASC 825, MFCA would be treated as an equity method affiliate of the Company; (ii) the Vice Chairman of the Company’s Board of Directors and of the board of managers of the Operating LLC, President and Chief Executive of the Company’s European Business, and President of CCFL (formerly the Company’s Chairman and Chief Executive Officer) was the former chairman of MFCA’s board and served as a member of the board until June 22, 2011; and (iii) the former president of the Company served as vice chairman of MFCA’s board until March 18, 2009. In March 2009, the board of directors of MFCA assigned the management contract to an unrelated third party. The Company had a management contract with MFCA. The Company had an investment in MFCA and had a shared services arrangement with MFCA. Dividends received from that investment are disclosed as part of dividend income in the tables at the end of this section. Gains or losses recognized from its investment are disclosed as part of gain / (loss) in the tables at the end of this section. Amounts earned from its management contract are disclosed as part of management fee revenue in the tables at the end of this section. In 2011, MFCA merged into Tiptree. No employees of the Company serve on the board of Tiptree and Tiptree is not an equity method investee of the Company. Therefore, Tiptree is not a related party. For the year ended December 31, 2011, the Company received payments totaling $9 from MFCA pursuant to the shared services arrangement disclosed from above. 4. The Deep Value GP and the Deep Value GP II have been identified as related parties because the Deep Value GPs are equity method affiliates of the Company. During the third quarter of 2013, the Company received its final liquidating distribution from the Deep Value GP. During the fourth quarter of 2013, the Company received its final liquidating distribution from Deep Value GP II. Income or loss recognized under the equity method is disclosed in the table at the end of this section. 5. Deep Value (as a group) has been identified as a related party because in the absence of the fair value option of FASB ASC 825, the onshore and offshore feeder funds in which the Company had an investment would be treated as equity method affiliates of the Company. The Company had a management contract with and an investment in Deep Value. Amounts earned from its management contract are disclosed as part of management fee revenue in the tables at the end of this section. Gains or losses recognized from its investment are disclosed as part of gain / (loss) in the tables at the end of this section. The Company previously served as the investment advisor to these funds and sold these advisory contracts in March 2011. See note 5. 6. Star Asia SPV has been identified as a related party because it is an equity method investee of the Company. Income or loss recognized under the equity method is disclosed in the table at the end of this section. See note 3-F. 7. Duart Capital has been identified as a related party because it is an equity method investee of the Company. Income or loss recognized under the equity method is disclosed in the table at the end of this section. See note 3-F. 8. The Duart Fund has been identified as a related party because in the absence of the fair value option of FASB ASC 825, the onshore feeder fund in which the Company had an investment was treated as an equity method affiliate of the Company. Gains or losses recognized from its investment are disclosed as part of gain / (loss) in the tables at the end of this section. See note 3-F. 9. Star Asia Opportunity has been identified as a related party because it is an equity method investee of the Company. Income or loss recognized under the equity method is disclosed in the table at the end of this section. See note 3-F. 10. Star Asia Capital Management has been identified as a related party because it is an equity method investee of the Company. Income or loss recognized under the equity method is disclosed in the table at the end of this section. See note 3-F. On February 20, 2014, the Company announced the completion of the sale of the Company’s ownership interest in the Star Asia Group including Star Asia Capital Management. See note 31. 11. Star Asia Opportunity II has been identified as a related party because it was an equity method investee of the Company until its reorganization in December 2012. Income or loss recognized under the equity method is disclosed in the table at the end of this section. See note 3-F. 12. The Star Asia Special Situations Fund has been identified as a related party because in the absence of the fair value option of FASB ASC 825, the investment the Company has in the Star Asia Special Situations Fund would be treated as an equity method affiliate of the Company. Dividends received from that investment are disclosed as part of dividend income in the tables at the end of this section. Gains and losses recognized from its investment are disclosed as part of gain / (loss) in the tables at the end of this section. On February 20, 2014, the Company announced the completion of the sale of the Company’s ownership interest in the Star Asia Group including Star Asia Special Situations Fund. See note 31. 13. SAA Manager serves as the external manager of the Star Asia Special Situations Fund. SAA Manager has been identified as a related party because it is an equity method investee of the Company. Income or loss recognized under the equity method is disclosed in the table at the end of this section. See note 3-F. On February 20, 2014, the Company announced the completion of the sale of the Company’s ownership interest in the Star Asia Group including SAA Manager. See note 31. 14. SAP GP has been identified as a related party because the SAP GP is an equity method affiliate of the Company. Income or loss recognized under the equity method is disclosed in the table at the end of this section. See note 3-F. During the years ended December 31, 2013 and 2012, the Company did not make an investment or recognize any income or loss under the equity method related to this entity. On February 20, 2014, the Company announced the completion of the sale of the Company’s ownership interest in the Star Asia Group including SAP GP. See note 31. E. Investment in IFMI by Mead Park Capital In September 2013, Mead Park Capital made a $9,746 investment in the Company. The Company issued $5,848 in principal amount of the 8.0% Convertible Notes to Mead Park Capital. Mead Park Capital is a vehicle advised by Mead Park and controlled by Jack J. DiMaio Jr., Chief Executive Officer and founder of Mead Park. In connection with the September 25, 2013 closing of the transactions contemplated by the definitive agreements, Messrs. DiMaio and Ricciardi were elected to the Company’s Board of Directors. Mr. DiMaio was also named the Chairman of the Company’s Board of Directors. See note B from above and notes 4 and 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. The following tables display the routine intercompany transactions recognized in the statements of operations from the identified related parties that are described above.
RELATED PARTY TRANSACTIONS
For the Year Ended December 31, 2013
(Dollars in Thousands)
|  |  |  |  |  |  |  | Principal transaction and other income |  |  |  |  |  |
|  |  | Management fee revenue |  |  | Net trading |  |  | Dividend income and other |  |  | Gain / (loss) |  |  | Income / (loss) from equity method affiliates |  |  | Interest expense incurred
TBBK |  | $ | - |  | $ | 483 |  | $ | - |  | $ | - |  | $ | - |  | $ | -
Star Asia |  |  | 2,329 |  |  | - |  |  | - |  |  | (13,065) |  |  | - |  |  | -
Star Asia Manager (1) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 158 |  |  | -
Star Asia SPV |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1,287 |  |  | -
Star Asia Opportunity |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (5) |  |  | -
Star Asia Capital Management |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 145 |  |  | -
Star Asia Special Situations Fund |  |  | - |  |  | - |  |  | - |  |  | 152 |  |  | - |  |  | -
SAA Manager |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 255 |  |  | -
EuroDekania |  |  | - |  |  | - |  |  | 805 |  |  | 1,167 |  |  | - |  |  | -
Deep Value |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (13) |  |  | -
EBC |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 59
Mead Park Capital |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 144
Other |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1 |  |  | -
|  | $ | 2,329 |  | $ | 483 |  | $ | 805 |  | $ | (11,746) |  | $ | 1,828 |  | $ | 203
(1) Beginning March 1, 2013, Star Asia Manager was consolidated by the Company. Prior to that, it was treated as an equity method investment. See note A above.
RELATED PARTY TRANSACTIONS
For the Year Ended December 31, 2012
(Dollars in Thousands)
|  |  |  |  |  |  |  | Principal transaction and other income |  |  |  |  |  |
|  |  | Management fee revenue |  |  | Net trading |  |  | Dividend income and other |  |  | Gain / (loss) |  |  | Income / (loss) from equity method affiliates |  |  | Interest expense incurred
CBF |  | $ | 64 |  | $ | - |  | $ | - |  | $ | - |  | $ | - |  | $ | -
TBBK |  |  | - |  |  | 156 |  |  | - |  |  | - |  |  | - |  |  | -
Star Asia |  |  | - |  |  | - |  |  | - |  |  | (7,274) |  |  | - |  |  | -
Star Asia Manager (1) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1,101 |  |  | -
Star Asia SPV |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1,581 |  |  | -
Star Asia Opportunity |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 544 |  |  | -
Star Asia Opportunity II |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (382) |  |  | -
Star Asia Capital Management |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 504 |  |  | -
Star Asia Special Situations Fund |  |  | - |  |  | - |  |  | - |  |  | 662 |  |  | - |  |  | -
SAA Manager |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (8) |  |  | -
EuroDekania |  |  | 139 |  |  | - |  |  | 970 |  |  | (331) |  |  | - |  |  | -
Deep Value |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1,712 |  |  | -
|  | $ | 203 |  | $ | 156 |  | $ | 970 |  | $ | (6,943) |  | $ | 5,052 |  | $ | -
(1) Beginning March 1, 2013, Star Asia Manager was consolidated by the Company. Prior to that, it was treated as an equity method investment. See note A above.
RELATED PARTY TRANSACTIONS
For the Year Ended December 31, 2011
(Dollars in Thousands)
|  |  |  |  |  |  |  | Principal transaction and other income |  |  |  |  |  |
|  |  | Management fee revenue |  |  | Net trading |  |  | Dividend income and other |  |  | Gain / (loss) |  |  | Income / (loss) from equity method affiliates |  |  | Interest expense incurred
CBF |  | $ | 273 |  | $ | - |  | $ | - |  | $ | - |  | $ | - |  | $ | -
TBBK |  |  | - |  |  | 658 |  |  | - |  |  | - |  |  | - |  |  | -
Star Asia |  |  | - |  |  | - |  |  | 38 |  |  | (542) |  |  | - |  |  | -
Star Asia Manager (1) |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1,694 |  |  | -
Star Asia SPV |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 702 |  |  | -
Star Asia Opportunity |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 405 |  |  | -
Star Asia Capital Management |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 44 |  |  | -
EuroDekania |  |  | 667 |  |  | (101) |  |  | 298 |  |  | 579 |  |  | - |  |  | -
MFCA |  |  | - |  |  | - |  |  | 32 |  |  | 71 |  |  | - |  |  | -
Deep Value |  |  | 452 |  |  | - |  |  | - |  |  | (9) |  |  | 4,351 |  |  | -
Duart Fund |  |  | - |  |  | - |  |  | - |  |  | (456) |  |  | - |  |  | -
Duart Capital and other |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (964) |  |  | -
|  | $ | 1,392 |  | $ | 557 |  | $ | 368 |  | $ | (357) |  | $ | 6,232 |  | $ | -
(1) Beginning March 1, 2013, Star Asia Manager was consolidated by the Company. Prior to that, it was treated as an equity method investment. See note A above. The following related party transactions are non-routine and are not included in the tables above. F. Additional Investment in the Star Asia Special Situations Fund In December 2012, the Company made an initial investment of $1,841 in the Star Asia Special Situations Fund. During 2013, the Company made an additional investment of $302 in the Star Asia Special Situations Fund. See notes 3-F, 8, 9, 15, and 31. G. Resource Securities, Inc. (formerly known as Chadwick Securities, Inc.), a registered broker-dealer subsidiary of Resource America, Inc. (“REXI”) REXI is a publicly traded specialized asset management company in the commercial finance, real estate and financial fund management sectors. It has been identified as a related party because (i) the Chairman of the board of REXI is the father of the Vice Chairman of the Company’s Board of Directors and of the board of managers of the Operating LLC, President and Chief Executive of the Company’s European Business, and President of CCFL (formerly the Company’s Chairman and Chief Executive Officer). In September 2012, the Company paid a fee of $6 to REXI for its services as the introducing agent for a transaction in which the Company bought back $1,177 principal amount of subordinated notes payable from an unrelated third party. The $6 fee was treated as a reduction to the gain recognized on the repurchase of debt, which was included as a component of non-operating income / (expense) in the Company’s consolidated statements of operations for the year ended December 31, 2012. H. Directors and Employees In addition to the employment agreements the Company has entered into with Daniel G. Cohen, its Vice Chairman, Lester R. Brafman, its Chief Executive Officer 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.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph k -Article 4 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864 + Details
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