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Related Party Transactions | 12 Months Ended
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Dec. 31, 2015
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, 2015, 2014, and 2013. 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. 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. 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 and $1,600 of the Company’s Common Stock to EBC. See note C 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. B. The Bancorp, Inc. The Bancorp, Inc. (“TBBK”) is identified as a related party because Mr. Cohen is TBBK’s chairman. TBBK maintained deposits for the Company in the amount of $43 and $86 as of December 31, 2015 and 2014, 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, 2015 and 2014, the Company had repurchase agreements with TBBK as the counterparty in the amount of $0 and $46,275, respectively. The fair value of the collateral provided to TBBK by the Company relating to these repurchase agreements was $0 and $48,482 at December 31, 2015 and 2014, respectively. These amounts are included as a component of securities sold under agreement to repurchase in the consolidated balance sheet s. The Company incurred interest expense related to repurchase agreements with TBBK as its counterparty in the amounts of $541 and $461 for t he years ended December 31, 2015 and 2014, respectively. These amounts are included as a component of net trading revenue in the Company’s consolidated statements of operations. These amounts are not disclosed in the tables at the end this section. During the year ended December 31, 2013, the Company’s broker-dealer operations received a new issue fee of $174 from TBBK related to the placement of a CLO managed by a unrelated third party. C. 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). D. Mead Park Capital Partners LLC (“Mead Park Capital”), Mead Park Advisors LLC (“Mead Park”), Mr. Ricciardi, and Mr. DiMaio 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 and $3,898 of the Common Stock to Mead Park Capital (which were convertible, at any time by the holder thereof prior to the maturity of the notes into 1,949,167 shares of the Company’s Common Stock). At that time Jack DiMaio, Jr. was the chief executive officer and founder of Mead Park Capital and Christopher Ricciardi, the Company’s former president, was a member of Mead Park Capital. In connection with the September 25, 2013 closing of the transactions contemplated by the definitive agreements relating to Mead Park Capital’s investment in the Company, Jack DiMaio, Jr. and Mr. Ricciardi were added to the Company’s board of directors. Mr. DiMaio was also named the chairman of the Company’s board of directors. Mr. Ricciardi is no longer a director of the Company. See notes 4 and 17. Concurrent with the appointment of Mr. DiMaio and Mr. Ricciardi to the Company’s board of directors, Mead Park Capital was considered a related party of the Company. 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. On August 28, 2015, Mead Park Capital sold $4,386 of the 8.0% Convertible Notes and 1,461,876 shares of the Company’s Common Stock to the Edward E. Cohen IRA, of which Edward E. Cohen is the benefactor. Edward E. Cohen is the father of Daniel G. Cohen. The Company’s Common Stock and 8.0% Convertible Notes sold in this transaction represented substantially all of the amounts beneficially owned by Mr. DiMaio. Also as a result of this transaction, Mr. DiMaio was no longer a member of Mead Park Capital. Mr. DiMaio remains the chairman of the Company’s board of directors. Mr. Ricciardi remained a member and sole manager of Mead Park Capital. On October 16, 2015, the Company entered into the Termination Agreement. Pursuant to the Termination Agreement, in connection with the termination of the Mead Park Purchase Agreement (as defined below) and all rights and obligations thereunder and the mutual release of claims set forth in the Termination Agreement, on October 16, 2015: (i) Mead Park Capital transferred to the Company 487,291 shares of the Company’s Common Stock; (ii) the Ricciardi Parties transferred to the Company 1,512,709 shares of the Company’s Common Stock; (iii) the Company and Mead Park Capital terminated in its entirety, effective October 16, 2015, that certain Securities Purchase Agreement, dated as of May 9, 2013, by and among the Company, Mead Park Capital and, solely for purposes of Section 6.3 thereof, Mead Park Holdings LP (the “Mead Park Purchase Agreement”); and (iv) the Company transferred $4,000 in cash to accounts designated by Mr. Ricciardi for the benefit of the Ricciardi Parties and Mead Park Capital. The Termination Agreement provides that, during the period beginning on October 16, 2015 and ending on October 16, 2016 (the “Termination Agreement Period”), if the Company or its majority owned subsidiary, IFMI, LLC makes any public or nonpublic offering or sale of any securities (“New Securities”), subject to certain exceptions, then Mr. Ricciardi will be afforded the opportunity to acquire, for the same price and on the same terms as New Securities are proposed to be offered to others, up to the amount of New Securities required to enable Mr. Ricciardi to maintain his proportionate equivalent interest in the Company immediately prior to any such issuance of New Securities. In addition, pursuant to the Termination Agreement, if, during the Termination Agreement Period, any meeting occurs at which the Company’s stockholders vote for the election of the Company’s directors, then (i) the Company’s board of directors will nominate Mr. Ricciardi to stand for election to the board at such meeting; and (ii) the Company’s board of directors will (a) recommend to the Company’s stockholders the election of Mr. Ricciardi at such meeting, and (b) solicit proxies for Mr. Ricciardi in connection with such meeting to the same extent as it does for any of its other nominees to the Company’s board of directors. Mr. Ricciardi did not sell any of the 8.0% Convertible Notes beneficially owned by him as part of either the August 28, 2015 or October 16, 2015 transactions. During 2015, Mead Park Capital transferred the remaining notes it held, in the amount of $1,462 of the aggregated principal amount, to Mr. Ricciardi. At the Company’s annual meeting held on December 21, 2015, Mr. Ricciardi was not reelected to the Company’s board of directors. Subsequent to this date, Mr. Ricciardi is no longer considered a related party. CDO Sub-Advisory Agreement with Mead Park Advisors, LLC In July 2014, IFMI’s subsidiaries, Cohen & Company Financial Management LLC (“CCFM”) and Dekania Capital Management, LLC (“DCM”), entered into a CDO sub-advisory agreement with Mead Park Advisors, LLC (“Mead Park Advisors”) whereby Mead Park Advisors will render investment advice and provide assistance to CCFM and DCM with respect to their management of certain CDOs. The Company incurred consulting fee expense related to this sub-advisory agreement, which is disclosed as part of professional fee and other operating in the tables at the end of this section. Mead Park Advisors, LLC remains a related party of the Company because Jack DiMaio maintains an ownership interest in it. E. The Edward E. Cohen IRA On August 28, 2015, $4,386 in principal amount of the 8.0% 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. 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. F. Woodlea Consulting, LLC In March 2015, the Operating LLC entered into an advisory agreement with Woodlea Consulting, LLC (“Woodlea”), a Delaware limited liability company of which Mr. Ricciardi is the sole owner. Woodlea rendered advisory services on the execution of strategic alternatives to the Operating LLC. The advisory agreement was terminated on June 2, 2015. Mr. Ricciardi was a member of the Company’s board of directors during the entire term of this advisory agreement. The Company incurred consulting fee expense related to this agreement, which is disclosed as part of professional fee and other operating in the tables at the end of this section. G. Transactions between Star Asia Manager and the Company Star Asia Management Ltd. (“Star Asia Manager”) serves as external manager of Star Asia Finance Limited (“Star Asia”) and Star Asia Special Purpose Vehicle (“Star Asia SPV”) (see paragraphs F-1 and G-1 below). The Company owned 50% of Star Asia Manager prior to Star Asia Manager repurchasing its outstanding equity units held by Star Asia Mercury LLC (formerly Mercury Partners, LLC) and, as a result, the Company obtained 100% voting control of Star Asia Manager on March 1, 2013 (the “Star Asia Manager Repurchase Transaction”). Following the Star Asia Manager Repurchase Transaction, the Company owned 100% of Star Asia Manager and included Star Asia Manager in its consolidated financial statements. 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. Effective February 20, 2014, the Company sold its interest in Star Asia, Star Asia Special Situations Fund, Star Asia Capital Management, LLC (“Star Asia Capital Management”), Star Asia Manager, Star Asia Advisors Ltd. (“SAA Manager”), and Star Asia Partners, Ltd. (“SAP GP”) (collectively, the “Star Asia Group”). The Company recognized a gain on the sale in amount of $78, which is included as a component of principal transactions and other income in the Company’s consolidated statements of operations. Prior to February 20, 2014, the Star Asia Group entities were identified as related parties. The amounts with respect to the transactions identified below are summarized in a table at the end of this section. 1. Star Asia invests primarily in Asian commercial real estate structured finance products, including CMBS, corporate debt of REITs and real estate operating companies, whole loans, mezzanine loans and other commercial real estate fixed income investments, and in real property in Japan. Star Asia had been identified as a related party because in the absence of the fair value option of FASB ASC 825, Star Asia would have been treated as an equity method affiliate, and because Daniel G. Cohen, 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 the sale of the entity on February 20, 2014. The Company, through Star Asia Manager, had an asset management contract with Star Asia. Amounts earned from the management contract are disclosed as part of management fee revenue in the tables at the end of this section. 2. Star Asia Capital Management serves as the external manager of Star Asia Opportunity (see paragraph G-2 below). Star Asia Capital Management had been identified as a related party because it was an equity method investee of the Company. The Company recognized its share of the income or loss of Star Asia Capital Management as income or loss from equity method affiliates in the consolidated statements of operations. 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 completed the sale of its interests in the Star Asia Group, including Star Asia Capital Management. 3. In December 2012, the Company, along with two other parties, sponsored the creation of a new investment fund, the Star Asia Special Situations Fund, which primarily invests in real estate and securities backed by real estate in Japan. The Star Asia Special Situations Fund is a closed-end fund that does not offer investor redemptions. It has an initial life of three years, which can be extended under certain circumstances for a total of two years. The Star Asia Special Situations Fund consummated its closing on December 20, 2012. The Star Asia Special Situations Fund had been identified as a related party because in the absence of the fair value option of FASB ASC 825, the Company’s investment in the Star Asia Special Situations Fund would be treated as an equity method affiliate of the Company. Gains and losses recognized from its investment are disclosed as part of principal transactions in the tables at the end of this section. On February 20, 2014, the Company completed the sale of its interests in the Star Asia Group, including the Star Asia Special Situations Fund. 4. SAA Manager serves as the external manager of the Star Asia Special Situations Fund. SAA Manager had been identified as a related party because it was an equity method investee of the Company. The Company did not elect the fair value option for its investment in SAA Manager. Income or loss recognized under the equity method is disclosed in the tables at the end of this section. On February 20, 2014, the Company completed the sale of its interest in the Star Asia Group, including SAA Manager. 5. SAP GP serves as the general partner for the Star Asia Special Situations Fund. SAP GP had been identified as a related party because it was an equity method investee of the Company. The Company did not elect the fair value option for its investment in SAP GP. Income or loss recognized under the equity method is disclosed in the table at the end of this section. Since its inception during the fourth quarter of 2012 and through its sale on February 20, 2014, the Company had not made an investment or recognized any income or loss under the equity method from SAP GP. H. Investment Vehicles and Other The entities below are identified as related parties. Amounts with respect to the transactions identified below are summarized in the tables at the end of this section. 1. Star Asia SPV is a Delaware limited liability company formed in 2010. It was formed to create a pool of assets that would provide collateral to investors who participated in Star Asia’s 2010 rights offering. The investors in Star Asia’s rights offering also received equity interests in Star Asia SPV. Star Asia SPV purchased certain assets from Star Asia and the equity interest holders of Star Asia SPV received investment returns on the assets held in the Star Asia SPV up to an agreed upon maximum. Returns above that agreed upon maximum were remitted back to Star Asia. During the second quarter of 2013, the Company received its maximum investment return from Star Asia SPV and the Company no longer has an ownership interest in the entity. Star Asia SPV has been identified as a related party because it was 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. 2. Star Asia Opportunity is a Delaware limited liability company formed in July 2011 to partially finance the acquisition of seven real estate properties in Japan. During the second quarter of 2014, the Company received its final liquidating distribution from Star Asia Opportunity. Star Asia Opportunity had been identified as a related party because it was an equity method investee of the Company. The Company recognized its share of the income or loss of Star Asia Opportunity as income or loss from equity method affiliates in the consolidated statements of operations. Income or loss recognized under the equity method is disclosed in the tables at the end of this section. 3. 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’sboard of directors from its inception through December 18, 2013. Effective thereafter, EuroDekania is no longer considered a related party. The Company has a management contract with and an investment in EuroDekania. Dividends received, gains or losses recognized from its investment are disclosed as part of principal transactions and other income 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. 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, 2015
(Dollars in Thousands)
|  |  | Management fee revenue |  |  | Net trading |  |  | Principal transactions and other income |  |  | Income / (loss) from equity method affiliates |  |  | Professional fee and other operating |  |  | Interest expense incurred
TBBK |  | $ | - |  | $ | - |  | $ | - |  | $ | - |  | $ | - |  | $ | -
EBC |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 228
Edward E. Cohen IRA |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 210
Mead Park Capital |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 340
Mead Park |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 200 |  |  | -
Resource America |  |  | - |  |  | 3 |  |  | - |  |  | - |  |  |  |  |  | -
Woodlea |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 39 |  |  | -
|  | $ | - |  | $ | 3 |  | $ | - |  | $ | - |  |  | 239 |  | $ | 778
RELATED PARTY TRANSACTIONS
For the Year Ended December 31, 2014
(Dollars in Thousands)
|  |  | Management fee revenue |  |  | Net trading |  |  | Principal transactions and other income |  |  | Income / (loss) from equity method affiliates |  |  | Professional fee and other operating |  |  | Interest expense incurred
TBBK |  | $ | - |  | $ | 24 |  | $ | - |  | $ | - |  | $ | - |  | $ | -
Star Asia |  |  | 125 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | -
Star Asia Capital Management |  |  | - |  |  | - |  |  | - |  |  | 13 |  |  | - |  |  | -
SAA Manager |  |  | - |  |  | - |  |  | - |  |  | 14 |  |  | - |  |  | -
EBC |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 224
Mead Park Capital |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 547
|  | $ | 125 |  | $ | 24 |  | $ | - |  | $ | 27 |  | $ | - |  | $ | 771
(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, 2013
(Dollars in Thousands)
|  |  | Management fee revenue |  |  | Net trading |  |  | Principal transactions and other income |  |  | Income / (loss) from equity method affiliates |  |  | Professional fee and other operating |  |  | 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 |  |  | - |  |  | - |  |  | 1,971 |  |  | - |  |  | - |  |  | -
Deep Value |  |  | - |  |  | - |  |  | - |  |  | (13) |  |  | - |  |  | -
EBC |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 59
Mead Park Capital |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 144
Other |  |  | - |  |  | - |  |  | - |  |  | 1 |  |  | - |  |  | -
|  | $ | 2,329 |  | $ | 483 |  | $ | (10,942) |  | $ | 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. The following related party transactions are non-routine and are not included in the tables above. I. Additional Investment 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, 5, 8, 9, and 15. J. 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. The Company has a sublease agreement for certain office space with the Company’s chairman of the board. The Company receives payments under this agreement. The payments are recorded as a reduction in the related rent and utility expenses. The Company recorded a reduction in rent and utility expense in the amount of $14 and $8 respectively. The Company sold a car it owned to Daniel Cohen for $9 in September 2015 resulting in a $9 gain. The Company maintains a 401(k) savings plan covering substantially all of its employees. The Company matches 50% of employee contributions for all participants not to exceed 3% of their salary. Contributions made to the plan on behalf of the Company were $214, $261, and $461 for the years ended December 31, 2015, 2014, and 2013 respectively. K. Purchase of Common Stock from vice chairman During the third quarter of 2014, the Company repurchased 100,000 shares of the Company’s Common Stock at $2.07 per share from the Company’s vice chairman, Daniel G. Cohen. The Company retired these shares. During the fourth quarter of 2014, the Company repurchased 100,000 shares of the Company’s Common Stock at $1.77 per share the Company’s vice chairman, Daniel G. Cohen. The Company retired these shares. L. Sale of European Operations On August 19, 2014, the Operating LLC entered into a definitive agreement, as amended, to sell its European operations to C&Co Europe Acquisition LLC, an entity controlled by Daniel G. Cohen, 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 the president of CCFL. See note 5.

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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 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864 Reference 2: 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 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 FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864 Reference 5: 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 6: 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 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A + Details
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