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Note 31 - Related Party Transactions | 12 Months Ended
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Dec. 31, 2020
Notes to Financial Statements |
Related Party Transactions Disclosure [Text Block] | 31 . RELATED PARTY TRANSACTIONS ﻿ The Company has identified the following related party transactions for the years ended December 31, 2020 , 2019 , and 2018 . 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 the 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, commission or interest 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 repo agreements with TBBK as its counterparty. As of December 31, 2020 , and 2019 , the Company had no repo agreements with TBBK as the counterparty therefore, no interest expense was incurred related to repo agreement with TBBK as it counterparty for the years ended December 31, 2020 and 2019. The Company incurred interest expense related to repo agreements with TBBK as its counterparty in the amount of $1,708 for the year ended 2018. This amount is included as a component of net trading revenue in the Company's consolidated statements of operations and is not disclosed in the table at the end this section. ﻿ B. Daniel G. Cohen/Cohen Bros. Financial, LLC (“CBF”)/ EBC 2013 Family Trust (“EBC”) ﻿ On December 30, 2019, Daniel G. Cohen contributed 370,881 common shares of IMXI 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 shares in other investments at fair value. See notes 4 and 21. In connection with the IMXI share contribution, the Company paid $6 for legal fees on behalf of Daniel G. Cohen, which is not included in the table at the end of this section. ﻿ 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 paid to an entity 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. In addition, the Company also acquired a 10% interest in Amerisfoot Office Investment I Cooperatief U.A. ("AOI"), a real estate holding company, for $1 from entities controlled by Daniel G. Cohen. See notes 4 and 12. ﻿ 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 initial $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 2020 and 2019, payments of $2,500 and $1,500 were made by the Company to CBF, which reduced the redeemable financial instrument balance to $4,000. See notes 19 and 20. ﻿ 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 the Common Stock to EBC. On September 25, 2019, the 2013 Convertible Notes were amended and restated and, subsequent to this amendment, are referred to as the 2019 Senior Notes. On September 25, 2020 the 2019 Senior Notes were amended again to extend their maturity date until September 25, 2021. See note 20. 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 Pensco Trust Company, Custodian fbo Edward E. Cohenof 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 20 for a description of amendments related to the 2019 Senior Notes and the 2013 Convertible Notes. On February 3, 2020, the $4,386 of the 2019 Senior Notes, representing all of the Senior Notes held by the Pensco Trust Company, Custodian fbo Edward E. Cohen were fully repaid. 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. ﻿ 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 19. The interest expense on this investment is disclosed as part of interest expense incurred in the table at end of this section On January 31, 2020, JKD Investor purchased $2,250 of the 2020 Senior Notes. See note 20. 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's 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 the 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 21. In March 2017, the 2017 Convertible Note was issued to the DGC Trust. See note 20. The Company incurred interest expense on the 2017 Convertible Note, which is disclosed as part of interest expense incurred in the table below. On September 29, 2017, the DGC Trust also invested $2,000 of the initial $10,000 total investment in the Company's Redeemable Financial Instrument – DGC Trust / CBF pursuant to the DGC Trust Investment Agreement. The Company redeemed the DGC Trust Redeemable Financial Instrument in fully by making payment of $2,000 on September 30, 2020. See note 19. Interest incurred on this instrument is disclosed in the table below. ﻿ F. 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 is included within professional fees and operating expense in the consolidated statements of operations and comprehensive income and are disclosed in the table below. ﻿ G. FinTech Masala, LLC ﻿ FinTech Masala, LLC (formerly Bezuco Capital, LLC) is a related party because Betsy Cohen, the mother of Daniel G. Cohen, is a member of FinTech Masala, LLC. Daniel G. Cohen is also a member of Fintech Masala, LLC. The Company engaged Betsy Cohen as an agent 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 continued through September 30, 2020. Betsy Cohen made a $2 investment in the Insurance SPAC Sponsor Entities in March 2019 which is included as a component of non-controlling interest in the consolidated balance sheets. 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 engaged Betsy Cohen on behalf of FinTech Masala, LLC as a consultant to provide certain services related to the Insurance SPAC II. The Company agreed to pay a consultant fee of $1 per month, which commenced on October 1, 2020, and continues through (i) the date that is thirty days following the closing of the Insurance SPAC II 's Initial Business Combination and (ii) the date on which the Company or Betsy Cohen terminates the consulting agreement. Betsy Cohen made a $1 investment in the Insurance SPAC II Sponsor Entities 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 is 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. The Company received payments under this sublease agreement which payments are recorded as a reduction in rent expenses. This sublease agreement commenced on August 1, 2018 and has a term that automatically renews for one year periods if not cancelled by either party upon 90 days' notice prior to the end of the then-existing term. The income earned pursuant to this sublease agreement is included as a reduction in rent expense in the consolidated statements of income and is disclosed in the table below. ﻿ H . Investment Vehicle and Other ﻿ 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 paid to an entity controlled by Daniel G. Cohen). In addition, in December 2019, the Company also acquired a 10% interest in AOI, a real estate holding company, for $1 from entities controlled by Daniel G. Cohen. Income earned, or loss incurred by the Company on the equity method investments in CK Capital and AOI is included in the tables below. In accordance with the CK Capital shareholders agreement, the Company may receive fees for consulting services provided by the Company to CK Capital. Any fees earned for such consulting services are included in principal transactions and other income in the table below. See Notes 4 and 12. Insurance SPAC ﻿ Prior to October 13, 2020, the date of the Insurance SPAC Merger, the Insurance SPAC was considered a related party as it was an equity method investment of the Company. The Operating LLC was the manager of the Insurance SPAC Sponsor Entities and the Company consolidated the Insurance SPAC Sponsor Entities. Prior to the Insurance SPAC Merger, the Company owned 26.5% of the equity in the Insurance SPAC. Income earned or losses incurred on equity method investment in the Insurance SPAC 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 would pay the Operating LLC $10 per month for certain office space, utilities, secretarial support, and administrative services. Revenue earned by the Company from such administrative services agreement is included as part of principal transactions and other income in the tables below. The Company also agreed to lend the Insurance SPAC $750 for operating and acquisition related expenses, of which $650 was borrowed by the Insurance SPAC from the Company. On October 13, 2020 in connection with the Insurance SPAC Merger, the Insurance SPAC made a payment of $650 to the Company extinguishing the loan balance in full. See notes 4. Insurance SPAC II The Insurance SPAC II is a related party as it is an equity method investment of the Company. The Operating LLC, is the manager of the Insurance SPAC II Sponsor entities and the Company consolidates the Insurance SPAC II Sponsor Entities. As of December 31, 2020, the non-controlling interests had invested $4,550 in Insurance SPAC II Sponsor Entities and owned 46.1% of the equity in Insurance SPAC II Sponsor Entities. Income earned, or loss incurred on the equity method investment in the Insurance SPAC II is included in the table below. The Operating LLC and the Insurance SPAC II entered into an administrative services agreement, dated September 2, 2020, pursuant to which the Operating LLC and the Insurance SPAC agreed that, commencing on the date that the Insurance SPAC II's securities were first listed on the NASDAQ Capital Market through the earlier of the Insurance SPAC II's consummation of a business combination and its liquidation, the Insurance SPAC II would pay the Operating LLC $20 per month for certain office space, utilities, secretarial support, and administrative services. Revenue earned by the Company from such administrative services agreement is included as part of principal transactions and other income in the tables below. The Company also agreed to lend the Insurance SPAC II $750 for operating and acquisition related expenses as a sponsor of Insurance SPAC II; no amounts have been borrowed as of December 31, 2020. See notes 4 and 12. Insurance SPAC III The Insurance SPAC III is a related party as it is an equity method investment of the Company. The Operating LLC, is the manager of the Insurance SPAC III Sponsor entities and the Company consolidates the Insurance SPAC III Sponsor Entities. As of December 31, 2020, the non-controlling interest invested $5,775 in Insurance SPAC III Sponsor Entities and owns 49.5% of the equity in Insurance SPAC III Sponsor Entities. Income earned, or loss incurred on the equity method investment in the Insurance SPAC III is included in the table below. The Operating LLC and the Insurance SPAC III entered into an administrative services agreement, dated December 17, 2020, pursuant to which the Operating LLC and the Insurance SPAC III agreed that, commencing on the date that the Insurance SPAC III's securities were first listed on the NASDAQ Capital Market through the earlier of the Insurance SPAC III's consummation of a business combination and its liquidation, the Insurance SPAC III would pay the Operating LLC $20 per month for certain office space, utilities, and shared personnel support as may be requested by Insurance SPAC III. Revenue earned by the Company from the administrative services agreement is included as part of principal transactions and other income in the tables below. See notes 4 and 12. SPAC Series Funds The SPAC Series Funds are considered related parties because they are equity method investments of the Company. As of December 31, 2020, the Company owned 7.6% in SPAC Series Funds. Income earned or loss incurred on the equity method investment in the SPAC Series Funds is included in the tables below. Sponsor Entities of Other SPACs In general, a SPAC is initially funded by a sponsor and that sponsor invests in and receives private placement and founders shares of the SPAC. The sponsor may be organized as a single legal entity or multiple entities under common control. In either case, the entity or entities is referred in this section as the "sponsor" of the applicable SPAC. The Company has had the following transactions with various sponsors of SPACs that are related parties and which the Company does not consolidate. Fintech Acquisition Corp. II ("FTAC II") was a SPAC. The sponsor of FTAC II ("FTAC II Sponsor") is a related party because Daniel G. Cohen is the manager of the FTAC II Sponsor. In July 2017, the Operating LLC entered into an agreement with FTAC II Sponsor whereby the Company would provide certain accounting and administrative services. Income earned on this arrangement is disclosed in the tables below. The agreement terminated in July 2018. In July 2018, the Operating LLC acquired publicly traded shares of FTAC II from an unrelated third -party for a total purchase price of $2,513. In connection with this purchase, the Operating LLC agreed with FTAC II Sponsor to not redeem these shares in advance of the merger between FTAC II and Intermex Holdings II, LLC. In exchange for the agreement to not redeem these shares prior to the merger, as well as the outlay of capital to purchase the publicly traded shares of FTAC II, the Operating LLC received unregistered, restricted shares of common stock of FTAC II from FTAC II Sponsor. In connection with the merger, FTAC II changed its name to International Money Express, Inc. ﻿ Fintech Acquisition Corp. III ("FTAC III") was a SPAC. The sponsor of FTAC III ("FTAC III Sponsor") is a related party because Daniel G. Cohen is the manager of the FTAC II Sponsor. In December 2018, the Operating LLC entered into an agreement with FTAC III Sponsor whereby the Company will provide certain accounting and administrative services and in exchange the Company received 23,300 founders shares of FTAC III. The revenue earned on this arrangement is disclosed in the tables below. Fintech Acquisition Corp. IV ("FTAC IV") is a SPAC. The sponsor of Fintech Acquisition Corp. IV ("FTAC IV Sponsor") is a related party as it is an equity method investment of the Company. The Company made a sponsor investment in FTAC IV Sponsor, receiving an initial allocation of 130,000 founders shares of Fintech Acquisition IV. stock for $1. In addition, on September 29, 2020, the Operating LLC entered into a letter agreement with FTAC IV Sponsor whereby the Operating LLC will provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Olympus Sponsor for a period not longer than 24 months. As consideration for these services, the Company received an allocation of an additional 30,000 founders shares of Fintech Acquisition IV stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned from these services is recorded in the table below. Fintech Acquisition Corp. V ("FTAC V") is a SPAC. The sponsor of Fintech Acquisition Corp. V ("FTAC V Sponsor") is a related party as it is an equity method investment of the Company. On December 14, 2020, the Operating LLC entered into a letter agreement with FTAC V Sponsor whereby the Operating LLC will provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC V Sponsor for a period not longer than 24 months. As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC V stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned from these services is recorded in the table below. FTAC Olympus Acquisition Corp ("FTAC Olympus") is a SPAC. The sponsor of FTAC Olympus Acquisition Corp. ("FTAC Olympus Sponsor") is a related party as it is an equity method investment of the Company. The Company made a sponsor investment in FTAC Olympus Sponsor, receiving an initial allocation of 600,000 founders shares of FTAC Olympus stock for $2. In addition, on September 8, 2020, the Operating LLC entered into a letter agreement with FTAC Olympus Sponsor whereby the Operating LLC will provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Olympus Sponsor for a period not longer than 24 months. As consideration for these services, the Company received an allocation of an additional 30,000 founders shares of FTAC Olympus stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned from these services is recorded in the table below. SPAC Fund ﻿ The SPAC Fund is considered a related party because it is an equity method investment. The Company has an investment in and a management contract with the SPAC Fund. Income earned or loss incurred on the investment are included as part of principal transactions and other income. Revenue earned on the management contract are included as part of asset management in the table below. As of December 31, 2020 , the Company owned 1.6% 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. The Company has an investment in and a management contract with the U.S. Insurance JV. Income earned or loss incurred on the investment are included as part of principal transactions and other income. Revenue earned on the management contract are included as part of asset management in the table below. As of December 31, 2020 , the Company owned 4.7% of the equity of the U.S. Insurance JV. The following tables display the routine transactions recognized in the statements of operations from identified related parties that are described above.
| Related Party Transactions
| (Dollars in Thousands)
|  | For the Years Ended December 31, |
|  | 2020 |  |  | 2019 |  |  | 2018 |
Net trading |  |  |  |  |  |  |  |  |  |  |  |
TBBK |  | $ | - |  |  | $ | 14 |  |  | $ | 43 |
Asset management |  |  |  |  |  |  |  |  |  |  |  |
EuroDekania |  |  | - |  |  |  | 236 |  |  |  | 235 |
SPAC Funds |  |  | 2,406 |  |  |  | 331 |  |  |  | 51 |
U.S. Insurance JV |  |  | 368 |  |  |  | 303 |  |  |  | 58 |
|  | $ | 2,774 |  |  | $ | 870 |  |  | $ | 344 |
Principal transactions and other income |  |  |  |  |  |  |  |  |  |  |  |
CK Capital |  |  | 147 |  |  |  | - |  |  |  | - |
EuroDekania |  |  | - |  |  |  | 279 |  |  |  | 709 |
Insurance SPAC |  |  | 95 |  |  |  | 95 |  |  |  | - |
Insurance SPAC II |  |  | 80 |  |  |  | - |  |  |  | - |
Insurance SPAC III |  |  | 20 |  |  |  | - |  |  |  | - |
FTAC II Sponsor |  |  | - |  |  |  | - |  |  |  | 17 |
FTAC III Sponsor |  |  | 9 |  |  |  | 10 |  |  |  | 1 |
FTAC IV Sponsor |  |  | 5 |  |  |  | - |  |  |  | - |
FTAC V Sponsor |  |  | 2 |  |  |  | - |  |  |  | - |
FTAC Olympus Sponsor |  |  | 7 |  |  |  | - |  |  |  | - |
SPAC Funds |  |  | 183 |  |  |  | 30 |  |  |  | (8 | )
U.S. Insurance JV |  |  | 222 |  |  |  | 150 |  |  |  | 25 |
|  | $ | 770 |  |  | $ | 564 |  |  | $ | 744 |
Income (loss) from equity method affiliates |  |  |  |  |  |  |  |  |  |  |  |
AOI |  |  | 360 |  |  |  | - |  |  |  | - |
CK Capital |  |  | 279 |  |  |  | - |  |  |  | - |
Insurance SPAC |  |  | (3,138 | ) |  |  | (553 | ) |  |  | - |
Insurance SPAC II |  |  | (486 | ) |  |  | - |  |  |  | - |
Insurance SPAC III |  |  | (34 | ) |  |  | - |  |  |  | - |
FTAC IV Sponsor |  |  | (7 | ) |  |  | - |  |  |  | - |
FTAC V Sponsor |  |  | (2 | ) |  |  | - |  |  |  | - |
FTAC Olympus Sponsor |  |  | (9 | ) |  |  | - |  |  |  | - |
SPAC Series Funds |  |  | 81 |  |  |  | - |  |  |  | - |
|  | $ | (2,956 | ) |  | $ | (553 | ) |  | $ | - |
Operating expense (income) |  |  |  |  |  |  |  |  |  |  |  |
Duane Morris |  |  | 1,194 |  |  |  | 462 |  |  |  | 501 |
Fintech Masala, LLC |  |  | (44 | ) |  |  | (34 | ) |  |  | (10 | )
|  | $ | 1,150 |  |  | $ | 428 |  |  | $ | 491 |
Interest expense (income) |  |  |  |  |  |  |  |  |  |  |  |
CBF |  |  | 1,191 |  |  |  | 912 |  |  |  | 470 |
DGC Trust |  |  | 1,804 |  |  |  | 1,725 |  |  |  | 1,562 |
EBC |  |  | 289 |  |  |  | 218 |  |  |  | 228 |
Pensco Trust Company, Custodian fbo Edward E. Cohen |  |  | 47 |  |  |  | 398 |  |  |  | 417 |
JKD Investor |  |  | 2,131 |  |  |  | 699 |  |  |  | 1,968 |
|  | $ | 5,462 |  |  | $ | 3,952 |  |  | $ | 4,645 |
The following related party transactions are non-routine and are not included in the tables above. ﻿ I. Directors and Employees ﻿ The Company has entered into employment agreements with Daniel G. Cohen, its chairman, 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 to the plan on behalf of the Company were $270, $265, and $201 for the years ended December 31, 2020 , 2019 , and 2018 , respectively. On November 7, 2019, the Company purchased 1,000 shares from its chief financial officer for $5 or a purchase price of $4.50 per share. On August 29, 2018, in privately negotiated transactions, the Company purchased 17,555 shares of Common Stock for $176, or $10.00 per share, from a current member of the board of directors. ﻿ 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 lease agreement expired in June 2020 and was subsequently amended to extend for a period of one year through June 2021. The Company recorded $96 of rent expense related to this agreement for each of the three years ended December 31, 2020 , 2019 , and 2018 , respectively.

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