UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  
 For the quarterly period ended March 31,June 30, 2021 OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 For the transition period from       to   

 

Commission File Number: 001-36802

JMP Group LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

47-1632931

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   

 

600 Montgomery Street, Suite 1100, San Francisco, California 94111

(Address of principal executive offices and Zip code)

 

(415) 835-8900

(Registrant’s telephone number, including area code)

 


 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 Trading symbol(s) 

Name of Each Exchange on Which Registered

Shares representing limited liability company interests in JMP Group LLC

 

JMP

 

New York Stock Exchange

JMP Group LLC 6.875% Senior Notes due 2029 JMPNZ The NASDAQ Global Market
JMP Group Inc. 7.25% Senior Notes due 2027 JMPNL The NASDAQ Global Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

    

Non-accelerated filer

 

 

Smaller reporting company

 

       

Emerging growth company

 

    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

 

JMP Group LLC shares representing limited liability company interests outstandingoutstanding as of May 10,August 6, 2021: 19,852,49319,891,431.

 



 

 
 

Table of Contents

 

 

TABLE OF CONTENTS

 

 

 

Page

PART I.

FINANCIAL INFORMATION

4

   

Item 1.

Financial Statements - JMP Group LLC

4

 

Consolidated Statements of Financial Condition as of March 31,June 30, 2021 (Unaudited) and December 31, 2020

4

 

Consolidated Statements of Operations For The Three and Six Months Ended March 31,June 30, 2021 (Unaudited) and 2020 (Unaudited)

5

 Consolidated Statements of Comprehensive Income (Loss) For The Three and Six Months Ended March 31,June 30, 2021(Unaudited) and 2020 (Unaudited)6
 

Consolidated Statements of Changes in Shareholders' Equity For The Three and Six Months Ended March 31,June 30, 2021 (Unaudited) and 2020 (Unaudited)

7

 

Consolidated Statements of Cash Flows For The ThreeSix Months Ended March 31,June 30, 2021 (Unaudited) and 2020 (Unaudited)

8

 

Notes to Consolidated Financial Statements (Unaudited)

10

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2731

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4149

Item 4.

Controls and Procedures

4149

   

PART II.

OTHER INFORMATION

4250

   

Item 1.

Legal Proceedings

4250

Item 1A.

Risk Factors

4250

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

4351

Item 3.

Defaults Upon Senior Securities

4351

Item 4.

Mine Safety Disclosures

4351

Item 5.

Other Information

4351

Item 6.

Exhibits

4351

  

EXHIBIT INDEX

4452

  

SIGNATURES

4553

 


 

 

 AVAILABLE INFORMATION

 

JMP Group LLC is required to file current, annual and quarterly reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”). The SEC maintains an internet website at http://www.sec.gov, from which interested persons can electronically access JMP Group LLC’s SEC filings.

 

JMP Group LLC provides its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, Forms 3, 4 and 5 filed by or on behalf of directors, executive officers and certain large shareholders, and any amendments to those documents filed or furnished pursuant to the Exchange Act free of charge on the Investor Relations section of its website located at http://www.jmpg.com. These filings will become available as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. From time to time JMP Group LLC may use its website as a channel of distribution of material company information.

 

JMP Group LLC also makes available, in the Investor Relations section of its website and will provide print copies to shareholders upon request, (i) its corporate governance guidelines, (ii) its code of business conduct and ethics, and (iii) the charters of the audit, compensation, and corporate governance and nominating committees of its board of directors. These documents, as well as the information on the website, are not intended to be part of this quarterly report on Form 10-Q (the “Quarterly Report”) and inclusions of the internet address in this Quarterly Report. JMP Group LLC also uses the Investor Relations section of its website as a means of complying with its disclosure obligations under Regulation FD. Accordingly, you should monitor the Investor Relations section of JMP Group LLC's website in addition to following JMP Group LLC’s SEC filings, press releases and investor presentation materials. 

 


 

PART I. FINANCIAL INFORMATION

 

 

ITEM 1.

Financial Statements

 

JMP Group LLC

Consolidated Statements of Financial Condition

(Unaudited)

(Dollars in thousands, except share and per share data)

 

 

March 31, 2021

  

December 31, 2020 (1)

  

June 30, 2021

  

December 31, 2020 (1)

 

Assets

         
Cash and cash equivalents $61,204  $91,444  $86,981  $91,444 
Restricted cash  1,293   1,287  1,293 1,287 
Investment banking fees receivable  17,277   13,676  18,163 13,676 
Marketable securities owned at fair value (includes $5,660 and $5,696 pledged as collateral at March 31, 2021 and December 31, 2020, respectively)  57,653   55,494 
Other investments (includes $15,006 and $17,611 measured at fair value at March 31, 2021 and December 31, 2020, respectively)  25,093   26,821 

Marketable securities owned at fair value (includes $3,637 and $5,696 pledged as collateral at June 30, 2021 and December 31, 2020, respectively)

 40,000 55,494 

Other investments (includes $12,864 and $17,611 measured at fair value at June 30, 2021 and December 31, 2020, respectively)

 19,033 26,821 
Loans held for investment, net of allowance for loan losses  901   994  520 994 
Interest receivable  312   336  302 336 
Fixed assets, net  2,855   3,118  2,622 3,118 
Operating lease right-of-use asset  15,353   16,244  14,449 16,244 
Deferred tax asset  17,926   17,895  16,558 17,895 
Other assets  15,396   14,022  26,143 14,022 

Total assets

 $215,263  $241,331  $226,064  $241,331 
         

Liabilities and Equity

         

Liabilities:

         
Marketable securities sold, but not yet purchased, at fair value $446  $- 
Accrued compensation  18,264   46,353  $40,459 $46,353 
Interest payable  610   706  515 706 
Note payable  10,610   10,610  10,610 10,610 
Bond payable (net of debt issuance costs of $2,600 and $2,953 at March 31, 2021 and December 31, 2020, respectively)  71,289   80,912 

Bond payable (net of debt issuance costs of $2,221 and $2,953 at June 30, 2021 and December 31, 2020, respectively)

 61,834 80,912 
Operating lease liability  19,997   21,130  18,849 21,130 
Deferred tax liability  9,298   8,482  8,363 8,482 
Other liabilities  18,269   10,730  14,505 10,730 
Total liabilities  148,783   178,923   155,135   178,923 
         

Commitments and Contingencies (Note 14)

               

JMP Group LLC Shareholders' Equity

         
Common shares, $0.001 par value, 100,000,000 shares authorized at March 31, 2021 and December 31, 2020; 22,797,092 shares issued at March 31, 2021 and December 31, 2020; 19,835,721 and 19,789,821 shares outstanding at March 31, 2021 and December 31, 2020, respectively  23   23 

Common shares, $0.001 par value, 100,000,000 shares authorized at June 30, 2021 and December 31, 2020; 22,797,092 shares issued at June 30, 2021 and December 31, 2020; 19,877,113 and 19,789,821 shares outstanding at June 30, 2021 and December 31, 2020, respectively

 23 23 
Additional paid-in capital  134,259   134,065  133,884 134,065 
Treasury shares at cost, 3,161,548 and 3,007,271 shares at March 31, 2021 and December 31, 2020, respectively  (13,286)  (13,478)

Treasury shares at cost, $2,919,979 and $3,007,271 shares at June 30, 2021 and December 31, 2020, respectively

 (13,126) (13,478)
Accumulated other comprehensive income (loss)  2,149   (369) 2,216 (369)
Accumulated deficit  (56,212)  (57,301) (52,585) (57,301)
Total JMP Group LLC shareholders' equity  66,933   62,940  70,412 62,940 
Non-controlling interest  (453)  (532) 517 (532)
Total equity  66,480   62,408  70,929 62,408 

Total liabilities and equity

 $215,263  $241,331  $226,064  $241,331 

 

(1)(1)

The statement of financial condition as of December 31, 2020 is derived from the audited financial statements as of that date.

 

See accompanying notes to consolidated financial statements.

 


 

 

JMP Group LLC

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 
         

Revenues

         

Investment banking

 $32,569  $14,625  $32,713  $21,595  $65,282  $36,220 

Brokerage

  5,905   4,187  3,391  5,645  9,296  9,832 

Asset management fees

  2,169   1,716  11,101  1,712  13,270  3,428 

Principal transactions

  (3,211)  (17,552) (49) (48) (3,260) (17,600)

Net dividend income

  -   227  215  10  215  237 

Other income

  816   935   1,127   912   1,943   1,847 

Non-interest revenues

  38,248   4,138   48,498   29,826   86,746   33,964 
         

Interest income

  2,101   2,214  1,754  1,890  3,855  4,104 

Interest expense

  (1,568)  (1,782)  (1,489)  (1,723)  (3,057)  (3,505)

Net interest income

  533   432   265   167   798   599 
         

(Loss) gain on repurchase, reissuance or early retirement of debt

  (288)  697   (271)  0   (559)  697 

Total net revenues

  38,493   5,267   48,492   29,993   86,985   35,260 
         

Non-interest expenses

         

Compensation and benefits

  29,945   16,213  35,146  22,386  65,091  38,599 

Administration

  1,491   2,222  1,941  1,067  3,432  3,289 

Brokerage, clearing and exchange fees

  680   634  644  647  1,324  1,281 

Travel and business development

  67   922  215  54  282  976 

Managed deal expenses

  1,398   588  1,354  950  2,752  1,538 

Communications and technology

  1,107   1,129  1,160  1,085  2,267  2,214 

Occupancy

  1,198   1,199  1,173  1,194  2,371  2,393 

Professional fees

  827   890  1,394  731  2,221  1,621 

Depreciation

  275   548  265  397  540  945 

Other

  (42)  -   250   208   208   208 

Total non-interest expenses

  36,946   24,345   43,542   28,719   80,488   53,064 

Net income (loss) before income taxes

  1,547   (19,078) 4,950  1,274  6,497  (17,804)

Income tax expense (benefit)

  379   (7,239) 1,307 176 1,686 (7,063)

Net income (loss)

  1,168   (11,839) 3,643 1,098 4,811 (10,741)

Less: Net income (loss) attributable to non-controlling interest

  79   (91)  15   (26)  94   (117)

Net income (loss) attributable to JMP Group LLC

 $1,089  $(11,748) $3,628  $1,124  $4,717  $(10,624)
         

Net income (loss) attributable to JMP Group LLC per common share:

         

Basic

 $0.05  $(0.60) $0.18 $0.06 $0.24 $(0.54)

Diluted

 $0.05  $(0.60) $0.17  $0.06  $0.23  $(0.54)
         

Weighted average common shares outstanding:

         

Basic

  19,824   19,532  19,861  19,582  19,842  19,557 

Diluted

  20,678   19,532  21,043  19,744  20,870  19,557 

 

See accompanying notes to consolidated financial statements.

 

5

 

 

 

JMP Group LLC

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In thousands)

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 

Net income (loss)

 $1,168  $(11,839) $3,643  $1,098  $4,811  $(10,741)

Other comprehensive income:

         

Net unrealized losses on available-for-sale securities, during the period, net of income tax benefit of ($308) and ($3,163)

  (886) $(8,609)

Less: Reclassification adjustments for net losses on available-for-sale securities, net of income tax provision of $1,184 and $3,633

  3,403   9,890 

Net other comprehensive income, net of income tax provision of $876 and $470

  2,517   1,281 

Net unrealized (losses) gains on available-for-sale securities, during the period, net of income tax (benefit) and provision of ($301), $828, ($609) and ($2,335)

 (864) $2,253  (1,750) $(6,354)

Less: Reclassification adjustments for net losses on available-for-sale securities, net of income tax provision of $233, $272, $1,417 and $3,906

  931   742   4,334   10,630 

Net other comprehensive income, net of income tax (benefit) and provision of ($68), $1,100, $808 and $1,571

  67   2,995   2,584   4,276 

Comprehensive income (loss)

  3,685   (10,558) 3,710  4,093  7,395  (6,465)

Less: Comprehensive income (loss) attributable to non-controlling interest

  79   (91)  15   (26)  94   (117)

Comprehensive income (loss) attributable to JMP Group LLC

 $3,606  $(10,467) $3,695  $4,119  $7,301  $(6,348)

 

See accompanying notes to consolidated financial statements. 

 

6

 

 

 

JMP Group LLC

Consolidated Statements of Changes in Shareholders' Equity

(Unaudited)

(In thousands)

 

 

JMP Group LLC's Equity

          

JMP Group LLC's Equity

      
 

Common Shares

  

Treasury

  

Additional Paid-In

  

Accumulated

  

Accumulated Other Comprehensive

  

Non-controlling

  

Total

  

Common Shares

  

Treasury

 

Additional Paid-In

 

Accumulated

 

Accumulated Other Comprehensive

 

Non-controlling

 

Total

 
 

Shares

  

Amount

  

Shares

  

Capital

  

Deficit

  

Income (Loss)

  

Interest

  

Equity

  

Shares

  

Amount

  

Shares

  

Capital

  

Deficit

  

Income (Loss)

  

Interest

  

Equity

 

Balance, December 31, 2020

  22,797  $23  $(13,478) $134,065  $(57,301) $(369) $(532) $62,409  22,797  $23  $(13,479) $134,065  $(57,301) $(369) $(532) $62,408 
Net income  -   -   -   -   1,089   -   79   1,168  - 0   0 0 1,089 0 79 1,168 

Additional paid-in capital - share-based compensation

  -   -   -   194   -   -   -   194 

Additional paid-in capital

 -  0   0  194  0  0  0  194 

Purchases of shares of common shares for treasury

  -   -   192   -   -   -   -   192  -  0   (58) 0  0  0  0  (58)

Reissuance of shares of common shares from treasury

 - 0   250 0 0 0 0 250 
Other comprehensive income  -   -   -   -   -   2,518   -   2,518  - 0   0 0 0 2,518 0 2,518 
Balance, March 31, 2021  22,797   23   (13,286)  134,259   (56,212)  2,149   (453)  66,481   22,797  23   (13,287)  134,259  (56,212)  2,149  (453)  66,480 

Net income

 - 0   0 0 3,628 0 15 3,643 

Additional paid-in capital

 - 0   0 (377) 0 0 975 598 

Distributions and distribution equivalents paid to shareholders

 - 0   0 0 0 0 (20) (20)

Purchases of shares of common shares for treasury

 - 0   (123) 0 0 0 0 (123)

Reissuance of shares of common shares from treasury

 - 0   284 0 0 0 0 284 

Other comprehensive income

  -  0   0  0  0  67  0  67 

Balance, June 30, 2021

  22,797  23   (13,126)  133,882  (52,585)  2,216  517  70,929 

 

 

JMP Group LLC's Equity

          

JMP Group LLC's Equity

      
 

Common Shares

  

Treasury

  

Additional Paid-In

  

Accumulated

  

Accumulated Other Comprehensive

  

Non-controlling

  

Total

  

Common Shares

 

Treasury

 

Additional Paid-In

 

Accumulated

 

Accumulated Other Comprehensive

 

Non-controlling

 

Total

 
 

Shares

  

Amount

  

Shares

  

Capital

  

Deficit

  

Income (Loss)

  

Interest

  

Equity

  

Shares

  

Amount

  

Shares

  

Capital

  

Deficit

  

Income (Loss)

  

Interest

  

Equity

 

Balance, December 31, 2019

  22,797  $23  $(14,872) $133,894  $(52,588) $(4,769) $(327) $61,361  22,797  $23  $(14,872) $133,894  $(52,588) $(4,769) $(327) $61,361 

Net loss

  -   -   -   -   (11,748)  -   (91)  (11,839) -  0  0  0  (11,748) 0  (91) (11,839)

Additional paid-in capital - share-based compensation

  -   -   -   266   -   -   -   266  -  0  0  266  0  0  0  266 

Purchases of shares of common shares for treasury

  -   -   (26)  -   -   -   -   (26) -  0  (26) 0  0  0  0  (26)

Reissuance of shares of common shares from treasury

  -   -   200   (32)  -   -   -   168  -  0  200  (32) 0  0  0  168 

Other comprehensive income

  -   -   -   -   -   1,281   -   1,281   -   0   0   0   0   1,281   0   1,281 
Balance, March 31, 2020  22,797   23   (14,698)  134,128   (64,336)  (3,488)  (417)  51,212   22,797  23  (14,698)  134,128  (64,336)  (3,488)  (418)  51,211 

Net loss

 - 0 0 0 1,124 0 (26) 1,098 

Additional paid-in capital - share-based compensation

 - 0 0 209 0 0 0 209 

Purchases of shares of common shares for treasury

 - 0 (24) 0 0 0 0 (24)

Reissuance of shares of common shares from treasury

 - 0 255 0 0 0 0 255 

Distribution to non-controlling interest holders

 - 0 0 0 0 0 (112) (112)

Other comprehensive income

  -  0  0  0  0  2,995  0  2,995 

Balance, June 30, 2020

  22,797  23  (14,467)  134,337  (63,212)  (493)  (556)  55,632 

 

See accompanying notes to consolidated financial statements.

 


 

 

JMP Group LLC

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

Three Months Ended March 31,

  

Six Months Ended June 30,

 
 

2021

  

2020

  

2021

  

2020

 

Cash flows from operating activities:

         
Net income (loss) $1,168  $(11,839) $4,811 $(10,741)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

         
Loss (gain) on repurchase, reissuance or early retirement of debt  288   (697) 559 (697)

Change in other investments:

         
Income from investments in equity method investees  (533)  (297) (1,066) (592)
Loss (gain) on other investments  120   (292)

Gain on other investments

 (2,236) (1,187)
Depreciation and amortization  134   435  248 716 
Share-based compensation expense  444   432  1,325 897 
Distributions of investment income from equity method investments  355   256  848 788 
Deferred income tax expense (benefit)  379   - 

Deferred income tax expense

 1,686 0 
Other, net  (40)  6  211 (202)

Net change in operating assets and liabilities:

         
Decrease in interest receivable  24   110  34 135 
(Increase) decrease in receivables  (3,559)  3,309 

Increase in receivables

 (4,695) (3,757)
Decrease in marketable securities  2,949   18,828  20,862 18,882 
Increase in other assets  (1,861)  (5,940) (10,236) (5,341)
Increase (decrease) in marketable securities sold, but not yet purchased  446   (1,896)
(Increase) decrease in interest payable  (96)  191 

Decrease in marketable securities sold, but not yet purchased

 0 (1,438)

(Decrease) increase in interest payable

 (191) 188 
Decrease in accrued compensation  (28,089)  (24,661) (5,894) (13,833)
Increase (decrease) in other liabilities  7,540   (1,188)  3,775  (1,892)
Net cash used in operating activities  (20,331)  (23,243)

Net cash provided by (used in) operating activities

  10,041  (18,074)
         

Cash flows from investing activities:

         
Purchases of fixed assets  (14)  (266) (48) (296)
Purchases of other investments  (829)  (39) (1,546) (159)
Sales or distributions from other investments  901   13,694  6,808 13,766 
Sale, payoff and principal receipts on loans held for investment  97   34  487 77 
Net cash provided by investing activities  155   13,423   5,701  13,388 

 

See accompanying notes to consolidated financial statements.

 


 

JMP Group LLC

Consolidated Statements of Cash Flows - (Continued)

(Unaudited)

(In thousands)

 

 

Three Months Ended March 31,

  

Six Months Ended June 30,

 
 

2021

  

2020

  

2021

  

2020

 

Cash flows from financing activities:

         
Repurchase of bonds payable  (10,000)  (1,349)

Proceeds from drawdowns on line of credit and other borrowings

 0 3,798 

Redemption/Repurchase of bonds payable

 (20,000) (1,361)

Distributions to non-controlling interest shareholders

 (20) (112)
Employee taxes paid on shares withheld for tax-withholding purposes  (58)  (26) (179) (50)
Net cash used in financing activities  (10,058)  (1,375)

Net cash (used in) provided by financing activities

  (20,199)  2,275 
Net decrease in cash, cash equivalents, and restricted cash  (30,234)  (11,195) (4,457) (2,411)
Cash, cash equivalents and restricted cash, beginning of period  92,731   50,917   92,731  50,917 
Cash, cash equivalents and restricted cash, end of period $62,497  $39,722  $88,274 $48,506 
         

Supplemental disclosures of cash flow information:

         
Cash paid during the period for interest $1,664  $1,680  $3,248 $3,317 
Cash received during the period for taxes, net of refunds $-  $(7)

Cash paid (received) during the period for taxes, net of refunds

 $173 $(263)
         

Non-cash investing and financing activities:

         
Reissuance of common shares from treasury related to vesting of restricted share units $250  $200  $531 $455 

 

See accompanying notes to consolidated financial statements. 

 

9

 

JMP Group LLC

Notes to Consolidated Financial Statements

March 31,June 30, 2021

(Unaudited)

 

 

1. Organization and Description of Business

 

JMP Group LLC, together with its subsidiaries (collectively, the “Company”), is a diversified financial services firm headquartered in San Francisco, California. The Company conducts its investment banking and institutional brokerage business through JMP Securities LLC (“JMP Securities”) and its asset management business through Harvest Capital Strategies LLC (“HCS”), HCAP Advisors LLC (“HCAP Advisors”) and JMP Asset Management LLC (“JMPAM”). The Company conducts certain principal investment transactions through JMP Investment Holdings LLC (“JMP Investment Holdings”) and other subsidiaries.subsidiaries. The above entities other than HCAP Advisors, are wholly-owned subsidiaries. HCAP Advisors became a wholly-owned subsidiary on April 1, 2021. JMP Securities is a U.S. registered broker-dealer under the Securities Exchange Act of 1934, as amended (the(the “Exchange Act”), and is a member of the Financial Industry Regulatory Authority (“FINRA”). JMP Securities operates as an introducing broker and does not hold funds or securities for, or owe any money or securities to, customers and does not carry accounts for customers. All customer transactions are cleared through another broker-dealer on a fully disclosed basis. HCS is a registered investment advisor under the Investment Advisers Act of 1940, as amended, and provides investment management services for sophisticated investors in investment partnerships and other entities managed by HCS. HCAP Advisors providesprovided investment advisory services to Harvest Capital Credit Corporation (“HCC”), a publicly-traded business development company.company, until HCC was acquired by Portman Ridge Finance Corporation on June 9, 2021, as further described below under “Recent Transactions”. JMPAM currently manages two fund strategies: one that invests in real estate and real estate-related enterprises and another that provides credit to small and midsized private companies. JMPCA, which was a wholly-owned subsidiary until March 19, 2019, is an asset management platform that underwrites and manages investments in senior secured debt. The Company completed a Reorganization Transaction in January 2015 pursuant to which JMP Group Inc. became a wholly-owned subsidiary of JMP Group LLC (the “Reorganization Transaction”). The Company entered into a Contribution Agreement in November 2017 pursuant to which JMP Group Inc. became a wholly-owned subsidiary of JMP Investment Holdings, which is a wholly-owned subsidiary of JMP Group LLC.

 

Recent Transactions

 

 In February 2020, Medalist Partners Corporate Finance LLC ("MPCF") completed the securitization of Medalist Partners Corporate Finance CLO VI Ltd upon which the related CLO VI warehouse was liquidated. The Company does not hold any subordinated notes of Medalist Partners Corporate Finance CLO VI Ltd.

 

On December 23, 2020, June 9, 2021, HCC and Portman Ridge Finance Corporation (“PTMN”) announced that they have entered intoclosed a definitive agreement undermerger transaction pursuant to which HCC will mergemerged with and into PTMN, a business development company managed by Sierra Crest Investment Management LLC (“Sierra Crest”), an affiliate of BC Partners Advisors L.P. The parties currently expectIn connection with the transaction to be completed inmerger, the second calendar quarter of 2021.Company received aggregate consideration totaling $9.5 million and recorded a realized gain of $0.1 million. The Company’s partially-owned subsidiary HCAP Advisors providesprovided investment advisory services to HCC. In addition, the Company had investmentsHCC and in HCC common stock of $8.5 million as of March 31,2021. In connection with the above transaction, HCC stockholdersmerger, Sierra Crest and HCAP Advisors have agreed to a transition services agreement pursuant to which HCAP Advisors will receive aggregate consideration equalprovide certain consulting services to Sierra Crest relating to HCC’s net asset value at closing. This consideration will be funded using PTMN shares (valued at 100%investment portfolio. Under the transition services agreement, HCAP Advisors is expected to earn $3.9 million in total through the three-year period commencing on the merger date.

During the second quarter, the Company received a notice of PTMN’s net asset value per share atoptional redemption from JMP Credit Advisors CLO III(R) LTD (“CLO III”) upon which CLO III was liquidated.  As subordinated noteholders of CLO III, the timeCompany received equity distributions from the optional redemption of closing$1.7 million and $2.3 million on June 4, 2021 and June 18, 2021, respectively.  As a result of the transaction)optional redemption, the Company recorded a $2.8 million realized loss on its investment in CLO III and as of June 30, 2021, had a receivable of $1.8 million related to its pro-rata share of the remaining assets to be liquidated in CLO III.  As of August 6, 2021, the Company has received $1.0 million related to the extent $1.8 million receivable balance.

In June 2021, the required number of PTMN shares exceeds 19.9%Company sold its existing 45.0% ownership interest in Medalist Partners Corporate Finance LLC. The Company received a $1.5 million upfront cash payment, canceled its previous fee-sharing agreement, and entered into a new fee sharing agreement, in which the Company will retain an interest to receive 20 basis points of the issuedtotal 35 basis points in subordinated management fees from JMP Credit Advisors CLO IV Ltd. and outstanding sharesJMP Credit Advisors CLO V Ltd. The Company recognized a realized gain of PTMN common stock immediately prior to the transaction closing, cash consideration in the amount of such excess. As described below, HCAP stockholders will have an opportunity, subject to certain limitations, to elect to receive either cash or PTMN shares in consideration for their HCAP shares. Additionally, all HCAP stockholders will receive an additional cash payment from Sierra Crest of $2.15$1.4 million in the aggregate, or approximately $0.36 per share.on this transaction.

 

10

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

These consolidated financial statements and related notes are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 29, 2021 (the “Annual Report”). Certain disclosures required by GAAP and normally included in an annual report on Form 10-K10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to consolidated financial statements included in the Annual Report. The results of operations for any interim period are not necessarily indicative of the results to be expected for a full year. In the opinion of management, all normal, recurring adjustments have been included for a fair statement of this interim financial information.

 

The consolidated accounts of the Company include the wholly-owned subsidiaries and the partially-owned subsidiaries of which the Company is the majority owner or the primary beneficiary. All material intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests on the Consolidated Statements of Financial Condition at March 31,June 30, 2021 and December 31, 2020 relate to the interest of third parties in the partially-owned subsidiaries. Certain prior year amounts have been reclassified to conform to current year presentation.

 

See Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report for the Companys significant accounting policies.

 

For the threesix months ended March 31,June 30, 2021, there were no significant changes made to the Company’s significant accounting policies. See Note 3, Recent Accounting Pronouncements, for a summary of recently adopted or yet to be adopted accounting pronouncements, and their impact on the Company.

 

 

3. Recent Accounting Pronouncements

 

 Accounting Standards to be adopted in Future Periods

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13,2016-13, Financial Instruments – Credit Losses (Topic 326)326): Measurement of Credit Losses on Financial Instruments (CECL), with subsequent amendments to clarify the guidance, provide transitional relief provisions and minor updates to the original ASU. ASU 206-13206-13 replaces the existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is required to be adopted using a modified retrospective approach with a cumulative-effect adjustment to beginning retained earnings, as of the beginning of the first reporting period the guidance is effective for. As a result of one of the amendments to ASU 2016-13,2016-13, the new guidance will be effective for public business entities that meet the definition of a smaller reporting company for fiscal years and all interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company does not plan to early adopt this standard, but continues to work through implementation. While the Company cannot reasonably estimate the impact of adopting this standard, it expects the impact will be influenced by the composition, characteristics and quality of the Company's securities portfolios, as well as the general economic conditions and forecasts as of the adoption date.

 

Recently Adopted Accounting Guidance

 

In December 2019, the FASB issued ASU 2019-12,2019-12, Income Taxes (Topic 740)740): Simplifying the Accounting for Income Taxes, to simplify the accounting for income taxes. This guidance eliminates certain exceptions to the general approach to the income tax accounting model, and adds new guidance to reduce the complexity in accounting for income taxes. The Company adopted ASU 2019-122019-12 effective January 1, 2021. The adoption did not materially impact the Company's consolidated financial statements or disclosure

 

In August 2018, the FASB issued ASU 2018-13,2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-132018-13 eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. The Company adopted ASU 2018-132018-13 effective January 1, 2020. The adoption did not materially impact the Company’s consolidated financial statements or its disclosures.

 


11


 

4. Fair Value Measurements

 

The following tables provide fair value information related to the Company’s financial instruments at March 31,June 30, 2021 and December 31, 2020:

 

 

March 31, 2021

  

June 30, 2021

 

(In thousands)

 

Carrying Value

  

Fair Value

  

Carrying Value

  

Fair Value

 
     

Level 1

  

Level 2

  

Level 3

  

Total

      

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                              
Cash and cash equivalents $61,204  $61,204  $-  $-  $61,204  $86,981  $86,981  $0  $0  $86,981 
Restricted cash and deposits  1,293   1,293   -   -   1,293  1,293 1,293 0 0 1,293 
Marketable securities owned  57,653   9,969   -   47,684   57,653  40,000 1,151 0 38,849 40,000 
Equity investments  3,413   -   -   3,413   3,413 
Other investments measured at net asset value (1)  11,593   -   -   -   -  12,864 0 0 0 0 
Loans held for sale (2)  2,412   -   -   2,412   2,412  2,412 0 0 2,412 2,412 
Loans held for investment, net of allowance for loan losses  901   -   -   901   901  520 0 0 520 520 

Long term receivable (2)

 3,266 0 0 3,266 3,266 

Total assets:

 $138,469  $72,466  $-  $54,410  $126,876  $147,336  $89,425  $0  $45,047  $134,472 
                     

Liabilities:

                              
Notes payable $10,610   -  $5,983  $4,627  $10,610  $10,610 0 $5,983 $4,627 $10,610 
Bond payable  71,289   -   74,268   -   74,268  61,834 0 65,763 0 65,763 
Marketable securities sold, but not yet purchased, at fair value  446   446   -   -   446 
Total liabilities: $82,345  $446  $80,251  $4,627  $85,324  $72,444  $0  $71,746  $4,627  $76,373 

 

 

December 31, 2020

  

December 31, 2020

 

(In thousands)

 

Carrying Value

  

Fair Value

  

Carrying Value

  

Fair Value

 
     

Level 1

  

Level 2

  

Level 3

  

Total

      

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                              

Cash and cash equivalents

 $91,444  $91,444  $-  $-  $91,444  $91,444  $91,444  $0  $0  $91,444 

Restricted cash and deposits

  1,287   1,287   -   -   1,287  1,287  1,287  0  0  1,287 

Marketable securities owned

  55,494   7,491   -   48,003   55,494  55,494  7,491  0  48,003  55,494 
Equity investments  6,457   -   2,251   4,206   6,457  6,457 0 2,251 4,206 6,457 

Other investments measured at net asset value (1)

  11,155   -   -   -   -  11,155  0  0  0  0 

Loans held for sale (2)

  2,412   -   -   2,412   2,412  2,412  0  0  2,412  2,412 

Loans held for investment, net of allowance for loan losses

  994   -   -   994   994   994   0   0   994   994 

Total assets:

 $169,243  $100,222  $2,251  $55,615  $158,088  $169,243  $100,222  $2,251  $55,615  $158,088 
                     

Liabilities:

                              

Notes payable

 $10,610  $-  $5,983  $4,627  $10,610  $10,610  $0  $5,983  $4,627  $10,610 

Bond payable

  80,912   -   79,472   -   79,472   80,912   0   79,472   0   79,472 

Total liabilities:

 $91,522  $-  $85,455  $4,627  $90,082  $91,522  $0  $85,455  $4,627  $90,082 

 

 

(1)

In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The carrying value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Financial Position. The carrying values of these lines reconciles to the parenthetical disclosure of other investments on the Statements of Financial Condition.

 (2)(2)Included in Other Assets on the Consolidated Statements of Financial Condition.

 

 

12


Recurring Fair Value Measurement

 

The following tables provide information related to the Company’s assets and liabilities carried at fair value on a recurring basis at March 31,June 30, 2021 and December 31, 2020: 

 

(In thousands)

 

March 31, 2021

  

June 30, 2021

 
 

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total

  

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total

 
                     

Marketable securities owned

 $57,653  $9,969  $-  $47,684  $57,653  $40,000  $1,151  $0  $38,849  $40,000 

Other investments:

                     
Equity investments  3,413   -   -   3,413   3,413 
Investments in private equity, real estate and credit funds, measured at net asset value (1)  11,593   -   -   -   -  12,864 0 0 0 0 
Total other investments  15,006   -   -   3,413   3,413 

Long term receivable (2)

 3,266 0 0 3,266 3,266 

Total assets:

 $72,659  $9,969  $-  $51,097  $61,066  $56,130  $1,151  $0  $42,115  $43,266 
                     

 

(In thousands)

 

December 31, 2020

  

December 31, 2020

 
 

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total

  

Carrying Value

  

Level 1

  

Level 2

  

Level 3

  

Total

 
                     

Marketable securities owned

 $55,494  $7,491  $-  $48,003  $55,494  $55,494  $7,491  $0  $48,003  $55,494 

Other investments:

                               

Equity investments

  6,457   -   2,251   4,206   6,457  6,457  0  2,251  4,206  6,457 

Investments in private equity, real estate and credit funds, measured at net asset value (1)

  11,155   -   -   -   -   11,155   0   0   0   0 

Total other investments

  17,611   -   2,251   4,206   6,457   17,611   0   2,251   4,206   6,457 

Total assets:

 $73,105  $7,491  $2,251  $52,209  $61,951  $73,105  $7,491  $2,251  $52,209  $61,951 

 

 

(1)

In accordance with ASC 820-10,820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. The carrying values of these lines reconciles to the parenthetical disclosure of other investments on the Consolidated Statements of Financial Condition.
(2)Included in Other Assets on the Consolidated Statements of Financial Condition.

 

As of March 31,June 30, 2021, marketable securities sold but not yet purchased were primarily comprised of U.S. listed securities. As of March 31, 2021 and December 31, 2020, marketable securities was comprised of U.S. listed equity securities and CLO debt securities.

 

The fair value of the investments in private equity, real estate and credit funds was measured using the net asset value as a practical expedient. These investments are nonredeemable and had unfunded commitments of $3.2$2.4 million and $3.5$3.5 million as of March 31,June 30, 2021 and December 31, 2020 respectively.

 

Transfers between levels of the fair value hierarchy result from changes in the observability of fair value inputs used in determining fair values for different types of financial assets and are recognized at the beginning of the reporting period in which the event or change in circumstances that caused the transfer occurs. 

 

The Company’s policy is to recognize the fair value of transfers among Levels 1,2 and 3 as of the end of the reporting period. For recurring fair value measurements, there was a transfer ofof $1.4 million between Levels 2 and 1 for the threesix months ended March 31,June 30, 2021. For recurring fair value measurements, there were no transfers between Levels 1,2 and 3 for the year ended December 31, 2020.

 

The Company’s Level 2 assets held in other investments as of December 31, 2020 consist of investments in publicly traded stocks. 

 

As of December 31, 2020, the Company also ownsowned securities in two public companies subject to restrictions on transfer or sale and is therefore recorded as Level 2 assets.

 

The investments in private equity funds managed by HCS and JMPAM are recognized using the fair value option. The Company uses the reported net asset value per share as a practical expedient to estimate the fair value of the funds. The risks associated with these investments are limited to the amounts of invested capital, remaining capital commitment and any management and incentive fees receivable.

 

13

The Company determined the fair value of short-term debt, which consists of notes payable, to approximate their carrying values. This was determined as the debt has either (1)(1) a variable interest rate tied to LIBOR and therefore reflects market conditions, or (2)(2) a term less than one year and there have been no observable changes in the credit quality of the Company since the issuance of the debt. Based on the fair value methodology, the Company has identified short-term debt as Level 2 liabilities.

 

The Company’s Level 3 asset in other investments is primarily comprised of an equity investment in a private company. The Company determines the fair value of this investment using the net present value of discounted cash flows. The significant unobservable inputs used in the fair value measurement of this investment are presented in the Significant Unobservable Inputs table below. For this investment, the Company elected the fair value option. While the Company has made other investments in private equity securities, it has not elected the fair value option for those investments as it is impractical to determine the fair value of those investments.

 

For the threesix months ended March 31,June 30, 2021, the changes in Level 3 assets measured at fair value on a recurring basis were as follows:

 

(In thousands)

 

CLO Junior Subordinated Notes

  

Equity Investment

  

Total

  

CLO Junior Subordinated Notes

  

Equity Investment

  

Long Term Receivable

  

Total

 

Balance as of December 31, 2020

 $48,003  $4,206  $52,209  $48,003  $4,206  $0  $52,209 

Investment distributions

  (1,086)  (774)  (1,860) (1,086) (774) 0  (1,860)

Accrued interest

  1,960   -   1,960  1,960  0  0  1,960 

Realized/Unrealized losses on investments, recognized in earnings

  (4,587)  (19)  (4,606) (4,587) (19) 0  (4,606)

Unrealized gains on investments, recognized in OCI

  3,394   -   3,394   3,394   0   0   3,394 

Balance as of March 31, 2021

 $47,684  $3,413  $51,097  $47,684  $3,412  $0  $51,097 

Investment distributions

 (6,834) (4,766) 0  (11,600)

Accrued interest

 1,620  0  0  1,620 

Realized/Unrealized losses on investments, recognized in earnings

 (3,711) 1,353  0  (2,358)

Unrealized gains on investments, recognized in OCI

 90  0  0  90 

Addition

  0   0   3,266   3,266 

Balance as of June 30, 2021

 $38,849  $(0) $3,266  $42,115 

 

The Company’s Level 3 assets held in marketable securities consist of investments in CLO debt securities. The fair value of the CLO debt securities is determined using the net present value of discounted cash flows. The significant unobservable inputs used in thethe fair value measurement of these investments are presented in the Significant Unobservable Inputs table below. The Company also uses covenant compliance information provided by the CLO manager when valuing this investment. During the threesix months ended March 31,June 30, 2021,, the fair value of the Company’s investment in CLO debt securities declined due to a decrease in the expected future cash flows from CLO debt securities, primarily due to an increase in estimatedrealized credit losses in the CLO portfolios.portfolios and the liquidation of one of the CLO’s during the quarter.

The Company’s Level 3 asset in long term receivable consist of a payment stream from a sale of its equity investment. The fair value of the long term receivable is determined using the net present value of discounted cash flows. The significant unobservable inputs used in the fair value measurement of this long term receivable is presented in the Significant Unobservable Inputs table below. For this long term receivable, the Company elected the fair value option.

 

For assets classified in the Level 3 hierarchy, any changes to any of the inputs to the fair value measurement could result in a significant increase or decrease in the fair value measurement. For CLO debt securities, a significant increase (decrease) in the discount rate, default rate, and severity rate would result in a significant decrease (increase) in the fair value of the instruments. For the equity investment, a significant increase (decrease) in the credit factor or the discount rate would result in a significantly lower (higher) fair value measurement. For Level 3 assets measured at fair value on a recurring basis as of March 31,June 30, 2021 and December 31, 2020, the significant unobservable inputs used in the fair value measurements were as follows:

 

   

Significant Unobservable Inputs

            

Significant Unobservable Inputs

      

(In thousands)

   

Range (Weighted-average (1))

  

Fair value

    

Range (Weighted-average (1))

  

Fair value

 
 

Valuation Technique

 

Description

 

March 31, 2021

  

December 31, 2020

  

March 31, 2021

  

December 31, 2020

  

Valuation Technique

 

Description

 

June 30, 2021

  

December 31, 2020

  

June 30, 2021

  

December 31, 2020

 

CLO debt securities

 

Discounted cash flows

 

Discount rate

  13.5% (N/A)   17.5% (N/A)  $47,684  $48,003  

Discounted cash flows

 

Discount rate

  13.5% (N/A)   17.5% (N/A)  $38,849  $48,003 
   Default rate  3% next 2Qs, 2% thereafter (2.2%)   2.0% (N/A)            

Default rate

  

2.0% (N/A%)

   2.0% (N/A)      
   Severity rate  25.0% (N/A)   25.0% (N/A)            

Severity rate

  

25.0% (N/A)

   25.0% (N/A)      
   Prepayment rate  10.0%-25.0% (18.1%)   10.0%-25.0% (18.5%)            

Prepayment rate

  10.0%-25.0% (17.8%)   10.0%-25.0% (18.5%)      
   

Collateral liquidation price

  98.0%-99.0% (98.8%)   98.0%-99.0% (98.8%)            

Collateral liquidation price

  99% (N/A)   98.0%-99.0% (98.8%)      

Equity investment

 

Discounted cash flows

 

Credit factor

  20% (N/A)   20% (N/A)  $3,413  $3,378  

Discounted cash flows

 

Credit factor

  (N/A)   20% (N/A)  $0  $3,378 
   Discount rate  16.55% (N/A)   16% (N/A)            

Discount rate

  

(N/A)

   16% (N/A)      
 Market EBITDA multiple  (N/A)   12.0x (N/A)  $-  $828  

Market

 

EBITDA multiple

  (N/A)   12.0x (N/A)  $0 $828 

Long Term Receivable

 

Discounted cash flows

 

Discount rate

  16.5%  (N/A)  $3,266 $0 

 

(1)

The weighted average was calculated based on the relative collateral balance of each CLO.

 

Non-recurring Fair Value Measurements

 

The Company's assets that are measured at fair value on a non-recurring basis result from the application of lower of cost or market accounting or write-downs of individual assets. The Company held a loan measured at fair value on a non-recurring basis of $2.4 million as of March 31,June 30, 2021 and December 31, 2020.

 

14

 

5. Available-for-Sale Securities

 

The following table summarizes available-for-sale securities in an unrealized position as of March 31,June 30, 2021 and December 31, 2020:

 

 

March 31, 2021

  

December 31, 2020

  

June 30, 2021

  

December 31, 2020

 

(In thousands)

 

Amortized Cost

  

Gross Unrealized Gains

  

Gross Unrealized Losses

  

Fair Value

  

Number of Positions

  

Amortized Cost

  

Gross Unrealized Gains

  

Gross Unrealized Losses

  

Fair Value

  

Number of Positions

  

Amortized Cost

  

Gross Unrealized Gains

  

Gross Unrealized Losses

  

Fair Value

  

Number of Positions

  

Amortized Cost

  

Gross Unrealized Gains

  

Gross Unrealized Losses

  

Fair Value

  

Number of Positions

 

CLO debt securities

 $44,787  $2,897  $-  $47,684   3  $48,499  $-  $(496) $48,003   3  $35,862  $2,987  $0  $38,849  2  $48,499  $0  $(496) $48,003  3 

 

The following table summarizes the fair value and amortized cost of the available-for-sale securities by contractual maturity as of March 31,June 30, 2021 and December 31, 2020:

 

 

March 31, 2021

  

December 31, 2020

  

June 30, 2021

  

December 31, 2020

 

(In thousands)

 

Available-for-Sale

  

Available-for-Sale

  

Available-for-Sale

  

Available-for-Sale

 
 

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

 
Less than 5 years $8,605  $8,253  $9,109   8,245  $0 $0 $9,109 8,245 

5-10 years

  36,182   39,431   39,390   39,758   35,862   38,849   39,390   39,758 
More than 10 years  -   -   -   - 

Total

 $44,787  $47,684  $48,499  $48,003  $35,862  $38,849  $48,499  $48,003 

 

In July 2020, the Company entered into a Seventh Amendment to its Credit Facility with CNB, that, among other things, requires the Company maintain a minimum of $6.0 million of CLO debt securities, based on their fair value as of June 30, 2020, pledged as collateral supporting the obligations under the Credit Agreement. See Note 7, Debt, for more information on the Seventh Amendment.

 

With the liquidation of CLO III, on August 4, 2021, the Company entered into a Ninth Amendment to its Credit Facility with CNB that restated the agreement to require the Company to maintain a minimum of $4.0 million of CLO debt securities based on their fair value as of June 30, 2020, pledged as collateral supporting the obligations under the Credit Agreement. See Note 7, Debt, for more information on the Seventh and Ninth Amendments.

 

6. Loans 

 

Loans Held for Investment

 

As of March 31,June 30, 2021 and December 31, 2020, the number of loans held for investment was two.one and two, respectively. The Company reviews the credit quality of these loans on a loan by loan basis mainly focusing on the borrower’s financial position and results of operations as well as the current and expected future cash flows on the loans. 

 

There were no loans past due as of March 31,June 30, 2021 and December 31, 2020. A summary of the activity in the allowance for loan losses for the threesix months ended March 31, 2020June 30, 2021 and the year ended December 31, 2020 is as follows:

 

Three Months Ended

Year Ended

(In thousands)

March 31, 2021December 31, 2020

Balance, at beginning of the period

$-$-

Provision for loan losses

-(112)

Charge off

-112

Balance, at end of the period

$-$-
  

Six Months Ended

  

Year Ended

 

(In thousands)

 June 30, 2021  December 31, 2020 

Balance, at beginning of the period

 $0  $0 

Provision for loan losses

  0   (112)

Charge off

  0   112 

Balance, at end of the period

 $0  $0 

 

A loan is considered to be impaired when, based on current information, it is probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the original loan agreement, including scheduled principal and interest payments. As of March 31,June 30, 2021 and December 31, 2020, zeronone of the recorded investment amount of loans issued were individually evaluated for impairment, respectively.impairment.

 

During the threesix months ended March 31,June 30, 2021, the Company did not record any impairment. During the year ended December 31, 2020, the Company recorded $0.1 million of impairment on the $1.0 million loans evaluated for impairment.

 

The Company had no0 troubled debt restructurings during the three months ended March 31,June 30, 2021 and the year ended December 31, 2020, respectively.

 


15


 

7. Debt

 

Bond Payable

(In thousands)

 

March 31, 2021

  

December 31, 2020

  

June 30, 2021

  

December 31, 2020

 

7.25% Senior Notes due 2027 (1)

 $40,000  $50,000 
6.875% Senior Notes due 2029  36,000   36,000 

7.25% Senior Notes due 2027 (1)

 $30,000  $50,000 

6.875% Senior Notes due 2029

  36,000   36,000 

Total outstanding principal

 $76,000  $86,000  $66,000  $86,000 
Less: Debt issuance costs  (2,576)  (2,953) (2,221) (2,953)
Less: Senior Notes repurchased (2)  (2,135)  (2,135)  (1,945)  (2,135)

Total bond payable, net

 $71,289  $80,912  $61,834  $80,912 

 

(1)(1)In February 2021, the Company redeemed $10.0 million par value of its issued and outstanding 2027 Senior Notes. The Company recognized a $0.3 million loss on redemption, which is included in "(Loss) gain on repurchase, reissuance or early retirement of debt" on the Consolidated Statement of Operations. In June 2021, the Company redeemed another $10.0 million par value of its issued and outstanding 2027 Senior Notes. The Company recognized again another $0.3 million loss on redemption, which is included in "(Loss) gain on repurchase, reissuance or early retirement of debt" on the Consolidated Statement of Operations.
(2)
(2)In March 2020, the Company repurchased $1.4 million and $0.7 million par value of its issued and outstanding 2029 Senior Notes and 2027 Senior Notes, respectively. Since they were repurchased at less than carrying value, a gain of $0.7 million was recognized upon the repurchase of the bonds, which is included in “(Loss) gain on repurchase, reissuance or early retirement of debt” on the Consolidated Statements of Operations.

 

The 7.25% senior notes due 2027 (the “2027“2027 Senior Notes”) and the 6.875% senior notes due 2029 (the "2029"2029 Senior Notes") (the 2027 and 2029 Senior Notes are collectively referred to as the “Senior Notes”) were issued by JMP Group Inc. and JMP Group LLC, respectively, pursuant to indentures with U.S. Bank National Association, as trustee. The Senior Notes indentures contain customary event of default and cure provisions. If an uncured default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the Senior Notes may declare the Senior Notes immediately due and payable. The Senior Notes are JMP Group Inc.’s and JMP Group LLC's general unsecured senior obligations, and rank equally with all existing and future senior unsecured indebtedness and are senior to any other indebtedness expressly made subordinate to the notes. At both March 31,June 30, 2021 and December 31, 2020, the Company was in compliance with the debt covenants in the indentures. 

 

JMP Group Inc., a wholly-owned subsidiary of JMP Group LLC, is the primary obligor of the Company's 2027 Senior Notes. Pursuant to the indenture of the 2027 Senior Notes, JMP Group LLC and JMP Investment Holdings LLC (the “Guarantors”) are the guarantors of the 2027 Senior Notes. The Guarantors jointly and severally provide a full and unconditional guarantee of the due and punctual payment of the principal and interest on the 2027 Senior Notes and the due and punctual payment or performance of all other obligations of JMP Group Inc. under the indenture governing the 2027 Senior Notes.

 

Note Payable, Lines of Credit and Credit Facilities

 

(In thousands)

 

Outstanding Balance

  

Outstanding Balance

 
 

March 31, 2021

  

December 31, 2020

  

June 30, 2021

  

December 31, 2020

 

$25 million, JMP Holding Credit Agreement

 $5,983  $5,983 

$25 million, JMP Holding Credit Agreement

 $5,983  $5,983 
Paycheck Protection Program (the "PPP") loan  3,798   3,798  3,798 3,798 
Note payable to an affiliate (Note 16)  829   829  829 829 

Total note payable, lines of credit, and credit facilities

 $10,610  $10,610  $10,610  $10,610 

 

JMP Holding LLC (the “Borrower”), a wholly owned subsidiary of the Company, entered into a Second Amended and Restated Credit Agreement dated April 30, 2014 among the Borrower, the lenders from time to time party thereto (the “Lenders”) and CNB, as administrative agent for the Lenders (as amended, the “Credit Agreement”).

 

On July 16, 2020, the Borrower entered into a Seventh Amendment to the Credit Agreement, in order to, among other provisions, (i) allow JMP Holding to incur liens of certain clearing agents in the ordinary course of business, (ii) reduce the margin applicable to LIBOR loans from 2.25% to 2.00% and (iii) require that JMP Holding maintain a minimum of $6.0 million of CLO debt securities, based on their fair value as of June 30, 2020, pledged as collateral supporting the obligations under the Credit Agreement and refrain from exercising any right to call the related CLO entities or cause the liquidation of such CLO entities.

 

On December 31, 2020, the Borrower entered into an Amendment Number Eight (the “Eighth Amendment”) to that certain Second Amended and Restated Credit Agreement dated April 30, 2014 among the Borrower, the Lenders and CNB. The Eighth Amendment extended the outside maturity date of the Revolving Loan under the Credit Facility from December 31, 2020 to December 31, 2022 and removed the mechanism whereby the Revolving Loan would convert into a term loan for 12 months after the revolving period ends. The Eighth Amendment amended certain financial covenants and introduced a definition of “Borrowing Base”, which is a sum of certain assets of the Loan Parties, and added a provision that caps the total amount that can be borrowed under the Revolving Loan to the amount of the Borrowing Base if the Borrowing Base is lower than the Maximum Revolver Amount of $25 million. As of March 31,June 30, 2021 and December 31, 2020, the Borrowing Base exceeded $25$25 million, respectively.

With the liquidation of CLO III, on August 4, 2021, the Company entered into a Ninth Amendment to its Credit Facility with CNB that restated the agreement to require the Company to maintain a minimum of $4.0 million of CLO debt securities based on their fair value as of June 30, 2020, pledged as collateral supporting the obligations under the Credit Agreement. See Note 7, Debt, for more information on the Seventh and Ninth Amendments.

 

The Credit Agreement provides a $25.0 million revolving line of credit (the “Revolver”) through December 31, 2022 bears interest at a rate of LIBOR plus 225 bps.

 

The Credit Agreement provides that the Revolver may be used, on a revolving basis, to fund specified permitted investments in collateralized loan obligation vehicles. In addition, up to $5.0 million of the Revolver may be used, on a revolving basis, to fund other types of permitted investments and acquisitions and for working capital.

 

As of March 31,June 30, 2021, the Borrower had drawn $6.0 million against the Revolver and had letters of credit outstanding under this facility to support office lease obligations of approximately $1.1million in the aggregate.

 

The Credit Agreement contains financial and other covenants, including, but not limited to, limitations on debt, liens and investments, as well as the maintenance of certain financial covenants. A violation of any one of these covenants could result in a default under the Credit Agreement, which would permit CNB to terminate the Company’s note and require the immediate repayment of any outstanding principal and interest. As of March 31,June 30, 2021 and 2020, the Company was in compliance with the covenants under the Credit Agreement.

 

16

JMP Holding's obligations under the Credit Agreement are guaranteed by all of its wholly owned subsidiaries (other than JMP Securities and certain dormant subsidiaries) and are secured by substantially all of its and the guarantors' assets. In addition, the Company has entered into a limited recourse pledge agreement whereby the Company has granted a lien on all of our equity interests in JMP Investment Holdings and JMPAM to secure JMP Holding's obligations under the Credit Agreement.

 

Separately, under a Revolving Note and Cash Subordination Agreement, JMP Securities holds a $20.0 million revolving line of credit (the "Line of Credit") with CNB to be used for regulatory capital purposes during its securities underwriting activities. On June 29, 2021, JMP Securities entered Amendment Number Twelve to the Revolving Note Agreement. Pursuant to this amendment, the $20.0 million Revolving Note Agreement was extended for one year until June 30, 2021, 2022. On June 30, 2022, any existing outstanding amount under the Line of CreditRevolving Note will convert to a term loan maturing on June 30, 2022.the following year. There was no0 borrowing on this Line of Credit as of March 31,June 30, 2021and December 31, 2020,, respectively. Borrowings under the Line of Credit will bear interest at a rate to be agreed upon at the time of advance between the Company and CNB.

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”) was enacted in response to market conditions related to the coronavirus ("COVID-19"COVID-19") pandemic. The CARES Act includes many measures to help companies, including providing loans to qualifying companies, under the Paycheck Protection Program (the "PPP") offered by the U.S. Small Business Administration (the “SBA”). On April 17, 2020, JMP Securities entered into a promissory note (the “PPP Loan”) with CNB as the lender (the “Lender”), pursuant to which the Lender agreed to loan the Company $3.8 million. The proceeds of the PPP Loan were available to be used to pay for payroll costs, rent and other eligible costs. As of March 31,June 30, 2021, the Company has used all of the PPP Loan proceeds for eligible costs and has applied for forgiveness, and is waiting to be granted such forgiveness.

 

The PPP Loan bears interest at the rate of 1% per annum. To the extent that amounts owed under the PPP Loan, or a portion of them, are not forgiven, the Company will be required to make principal and interest payments. No payments are required until the date the SBA makes a determination on the amount of loan forgiveness. If not forgiven, the PPP Loan matures in June 2022. The PPP Loan includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Loan.

 

 

8. Other Assets and Other Liabilities

 

At March 31,June 30, 2021 and December 31, 2020, other assets and other liabilities consisted of the following:

 

        
(In thousands) March 31, 2021  December 31, 2020  June 30, 2021 December 31, 2020 

Accounts receivable

 $6,470  $4,333  $18,110  $4,333 
Prepaid expenses  6,391   6,954  5,516 6,954 
Loans held for sale (1)  2,412   2,412  2,412 2,412 
Other assets  123   323   105  323 

Total other assets

 $15,396  $14,022  $26,143  $14,022 

 

(1)(1)Loans held for sale are carried at the lower of cost or fair value less cost to sell.

 

         
(In thousands) March 31, 2021  December 31, 2020 

Accounts payable & accrued liabilities

 $12,397  $6,726 
Deferred compensation liabilities  5,465   3,621 
Other liabilities  407   383 

Total other liabilities

 $18,269  $10,730 

(In thousands)

 June 30, 2021  December 31, 2020 

Accounts payable & accrued liabilities

 $6,605  $6,726 

Deferred compensation liabilities

  7,315   3,621 

Other liabilities

  585   383 

Total other liabilities

 $14,505  $10,730 

 

 

9. Shareholders’ Equity

 

Distributions on Common Shares

 

On February 19, 2020, the Company suspended its quarterly cash distributions program on outstanding shares.

 

Self-Tender Offers

 

On February 24, 2020, the Company launched a tender offer (the “2020“2020 Tender Offer”) to repurchase for cash up to 3,000,000 shares representing limited liability company interests in the Company. The 2020 Tender Offer was terminated on March 19, 2020 as a result of multiple conditions to the 2020 Tender Offer, including share price and market index conditions, not having been satisfied.

 

17

 

10. Share-Based Compensation

 

On January 27, 2015, the board of directors adopted the JMP Group LLC Amended and Restated Equity Incentive Plan (“JMP Group Plan”). The plan maintains authorization of the issuance of 4,000,000 shares, as originally approved by shareholders on April 12, 2007 and subsequently approved by shareholders on June 6, 2011. This amount is increased by any shares the Company purchases on the open market, or through any share repurchase or share exchange program, initiated by the Company unless the board of directors or its appointee determines otherwise. Upon an exercise or vesting, the Company will issue new shares from authorized but unissued shares or provide shares from treasury shares.

 

The following table summarizes the share-based compensation expense for thethree andsix months ended March 31,June 30, 2021 and 2020.

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 

(In thousands)

 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 

Restricted stock unit awards

 $338  $317  $801  $339  $1,139  $655 

Stock option awards

  106   116   81   126   187   241 

Share-based compensation expense

 $444  $433  $882  $464  $1,326  $897 

 

Share Options

 

The following table summarizes the share option activity for the threesix months ended March 31,June 30, 2021:

 

 

Three Months Ended

  

Six Months Ended

 
 

March 31, 2021

  

June 30, 2021

 
 

Shares Subject to Option

  

Weighted Average Exercise Price

  

Shares Subject to Option

  

Weighted Average Exercise Price

 
         

Balance, beginning of year

  2,000,000  $3.04  2,000,000  $3.04 
Granted  -   -  0  0 
Forfeited  -   -   0   0 

Balance, end of period

  2,000,000  $3.04   2,000,000  $3.04 
         

Options exercisable at end of period

  500,000  $3.04   500,000  $3.04 

 

The following table summarizes the share options outstanding as well as share options vested and exercisable as of March 31,June 30, 2021 and 2020:

 

   

March 31, 2021

    

June 30, 2021

 
   

Options Outstanding

  

Options Vested and Exercisable

    

Options Outstanding

 

Options Vested and Exercisable

 
                                   
       

Weighted

              

Weighted

               

Weighted

          

Weighted

      
       

Average

  

Weighted

          

Average

  

Weighted

           

Average

 

Weighted

       

Average

 

Weighted

   

Range of

Range of

      

Remaining

  

Average

  

Aggregate

      

Remaining

  

Average

  

Aggregate

 

Range of

    

Remaining

 

Average

 

Aggregate

    

Remaining

 

Average

 

Aggregate

 

Exercise

Exercise

  

Number

  

Contractual

  

Exercise

  

Intrinsic

  

Number

  

Contractual

  

Exercise

  

Intrinsic

 

Exercise

 

Number

 

Contractual

 

Exercise

 

Intrinsic

 

Number

 

Contractual

 

Exercise

 

Intrinsic

 

Prices

Prices

  

Outstanding

  

Life in Years

  

Price

  

Value

  

Exercisable

  

Life in Years

  

Price

  

Value

 

Prices

  

Outstanding

  

Life in Years

  

Price

  

Value

  

Exercisable

  

Life in Years

  

Price

  

Value

 
$3.04   2,000,000   3.85  $3.04  $5,880,000   500,000   3.85  $3.04  $1,470,000 3.04  2,000,000  3.61  $3.04  $6,180,000  500,000  3.61  $3.04  $1,545,000 

 

   

March 31, 2020

    

June 30, 2020

 
   

Options Outstanding

  

Options Vested and Exercisable

    

Options Outstanding

 

Options Vested and Exercisable

 
                                   
       

Weighted

              

Weighted

               

Weighted

          

Weighted

      
       

Average

  

Weighted

          

Average

  

Weighted

           

Average

 

Weighted

       

Average

 

Weighted

   

Range of

Range of

      

Remaining

  

Average

  

Aggregate

      

Remaining

  

Average

  

Aggregate

 

Range of

    

Remaining

 

Average

 

Aggregate

    

Remaining

 

Average

 

Aggregate

 

Exercise

Exercise

  

Number

  

Contractual

  

Exercise

  

Intrinsic

  

Number

  

Contractual

  

Exercise

  

Intrinsic

 

Exercise

 

Number

 

Contractual

 

Exercise

 

Intrinsic

 

Number

 

Contractual

 

Exercise

 

Intrinsic

 

Prices

Prices

  

Outstanding

  

Life in Years

  

Price

  

Value

  

Exercisable

  

Life in Years

  

Price

  

Value

 

Prices

  

Outstanding

  

Life in Years

  

Price

  

Value

  

Exercisable

  

Life in Years

  

Price

  

Value

 
$3.04   2,200,000   4.85  $3.04  $-   -   -  $-  $- 3.04  2,000,000  4.61  $3.04  $0  0  -  $0  $0 

 

The Company recognizes share-based compensation expense, net of estimated forfeitures, for share options over the vesting period using the accelerated attribution method when they are subject to graded vesting and on a straight-line basis when they are subject to cliff vesting. 

 

As of March 31,June 30, 2021 and 2020, there was $0.5 millionwas $0.4 million and $1.3 million of unrecognized compensation expense related to share options, respectively.

 

There were no0 share options exercised during the threesix months ended March 31,June 30, 2021 and 2020. As a result, the Company did not recognize any current income tax benefits from the exercise of share options during both periods.

 

The Company uses the Black-Scholes option-pricing model or other quantitative models to calculate the fair value of option awards.

 

Restricted ShareUnits

 

The following table summarizes restricted share unit ("RSU") activity for the threesix months ended March 31,June 30, 2021:

 
 

Three Months Ended

  

Six Months Ended

 
 

March 31, 2021

  

June 30, 2021

 
 

Restricted Share Units

  

Weighted Average Grant Date Fair Value

  

Restricted Share Units

  

Weighted Average Grant Date Fair Value

 
             

Balance, beginning of year

  220,209  $3.32  220,209  $3.32 
Granted  352,797   4.66  497,724 5.31 
Vested  (55,755)  3.17  (118,467) 4.83 

Forfeited

 (18,878) 4.24 

Balance, end of period

  517,251  $4.25   580,588  $4.69 

 

The aggregate fair value of RSUs vested during the threesix months ended March 31,June 30, 2021 were $0.3 million.$0.6 million. The income tax benefits realized from the vested RSUs were $0.07 millionwere $0.16 million for the threesix months ended March 31,June 30, 2021.

 

The Company recognizes compensation expense, net of estimated forfeitures, for RSUs over the vesting period using the accelerated attribution method when they are subject to graded vesting and on a straight-line basis when they are subject to cliff vesting. 

 

For the threesix months ended March 31,June 30, 2021, the Company recognized income tax benefits of $0.07 million$0.2 million related to the compensation expense recognized for RSUs. As of March 31,June 30, 2021, there was $1.6 was $1.7 million of unrecognized compensation expense related to RSUs expected to be recognized over a weighted average period of 1.41.5 years.

 

The Company pays cash distribution equivalents on certain RSUs upon vesting. Distribution equivalents paid on RSUs are generally charged to retained earnings. The Company accounts for the tax benefit related to distribution equivalents paid on RSUs as an increase in additional paid-in capital.

 

18

 

11. Net Income (Loss) per Common Share

 

Basic net income (loss) per share for the Company is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the reporting period. Diluted net income (loss) per share is calculated by adjusting the weighted average number of outstanding shares to reflect the potential dilutive impact as if all potentially dilutive share options or RSUs were exercised or converted under the treasury share method. However, for periods that the Company has a net loss, the effect of outstanding share options or RSUs is anti-dilutive and, accordingly, is excluded from the calculation of diluted loss per share.

 

The computations of basic and diluted net income (loss) per share for the three and six months ended March 31,June 30, 2021 and 2020 are shown in the tables below: 

 

(In thousands, except per share data)

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 

Numerator:

         

Net income (loss) attributable to JMP Group LLC

 $1,089  $(11,748) $3,628  $1,124  $4,717  $(10,624)
         

Denominator:

         

Basic weighted average shares outstanding

  19,824   19,532  19,861  19,582  19,842  19,557 
         

Effect of potential dilutive securities:

         

Restricted share units and share options

  854   -  1,182  162  1,028  0 
                 

Diluted weighted average shares outstanding

  20,678   19,532   21,043   19,744   20,870   19,557 
         

Net income (loss) per share

         

Basic

 $0.05  $(0.60) $0.18 $0.06 $0.24 $(0.54)

Diluted

 $0.05  $(0.60) $0.17 $0.06 $0.23 $(0.54)

 

Share options to purchase 2,200,000purchase 2,000,000 of commoncommon shares for the three and six months ended March 31, 2020,June 30, 2021, were anti-dilutive and, therefore, were not included in the computation of diluted weighted-average common shares outstanding.

 

RSUs for 121,681 119,449 common shares for the threesix months ended March 31,June 30, 2020, were anti-dilutive and, therefore, were not included in the computation of diluted weighted-average common shares outstanding. Dueoutstanding due to the net income (loss) for the three months ended March 31, 2020, all of the share options and RSUs outstanding, were anti-dilutive and, therefore, were not included in the computation of diluted weighted-average common shares outstanding.loss.

 


19


 

12. Revenue from contracts with customers

 

The following tables represent the Company’s total revenues from contracts with customers, disaggregated by major business activity, for the three and six months ended March 31,June 30, 2021 and March 31,June 30, 2020, respectively.

 

(in thousands)

 

Three Months Ended March 31, 2021

  

Three Months Ended June 30, 2021

 
 

Broker -Dealer

  

Asset Management

  

Eliminations

  

Total

  

Broker -Dealer

  

Asset Management

  

Eliminations

  

Total

 

Total revenues from contracts with customers

                            

Equity and debt origination

 $25,670  $-  $-  $25,670  $16,946  $0  $0  $16,946 

Strategic advisory and private placements

  6,899   -   -   6,899   15,767   0   0   15,767 

Total investment banking revenues

  32,569   -   -   32,569   32,713   0   0   32,713 

Commissions

  4,622   -   -   4,622  2,270  0  0  2,270 

Research payments

  1,166   -   -   1,166  1,101  0  0  1,101 

Net trading gains

  117   -   -   117   20   0   0   20 

Total brokerage revenues

  5,905   -   -   5,905   3,391   0   0   3,391 

Base management fees

  -   2,095   -   2,095  0  1,298  0  1,298 

Incentive management fees

  -   74   -   74   0   9,803   0   9,803 

Total asset management fees

  -   2,169   -   2,169   0   11,101   0   11,101 

Total revenues from contracts with customers

 $38,474  $2,169  $-  $40,643  $36,104  $11,101  $0  $47,205 

 

(in thousands)

 

Three Months Ended March 31, 2020

  

Three Months Ended June 30, 2020

 
 

Broker -Dealer

  

Asset Management

  

Eliminations

  

Total

  

Broker -Dealer

  

Asset Management

  

Eliminations

  

Total

 

Total revenues from contracts with customers

                        

Equity and debt origination

 $8,556  $-  $-  $8,556  $14,569  $0  $0  $14,569 

Strategic advisory and private placements

  6,069   -   -   6,069   7,026   0   0   7,026 

Total investment banking revenues

  14,625   -   -   14,625   21,595   0   0   21,595 

Commissions

  3,718   -   -   3,718  3,996  0  0  3,996 

Research payments

  1,241   -   -   1,241  1,387  0  0  1,387 

Net trading losses

  (772)  -   -   (772)  262   0   0   262 

Total brokerage revenues

  4,187   -   -   4,187   5,645   0   0   5,645 

Base management fees

  -   1,727   (25)  1,702  0  1,682  (25) 1,657 

Incentive management fees

  -   14   -   14   0   56   0   56 

Total asset management fees

  -   1,741   (25)  1,716   0   1,737   (25)  1,712 

Total revenues from contracts with customers

 $18,812  $1,741  $(25) $20,528  $27,240  $1,737  $(25) $28,952 

 

20

 

(in thousands)

 

Six Months Ended June 30, 2021

 
  

Broker -Dealer

  

Asset Management

  

Eliminations

  

Total

 

Total revenues from contracts with customers

                

Equity and debt origination

 $42,615  $0  $0  $42,615 

Strategic advisory and private placements

  22,667   0   0   22,667 

Total investment banking revenues

  65,282   0   0   65,282 

Commissions

  6,892   0   0   6,892 

Research payments

  2,267   0   0   2,267 

Net trading gains

  137   0   0   137 

Total brokerage revenues

  9,296   0   0   9,296 

Base management fees

  0   3,392   0   3,392 

Incentive management fees

  0   9,878   0   9,878 

Total asset management fees

  0   13,270   0   13,270 

Total revenues from contracts with customers

 $74,578  $13,270  $0  $87,848 

(in thousands)

 

Six Months Ended June 30, 2020

 
  

Broker -Dealer

  

Asset Management

  

Eliminations

  

Total

 

Total revenues from contracts with customers

                

Equity and debt origination

 $23,125  $0  $0  $23,125 

Strategic advisory and private placements

  13,095   0   0   13,095 

Total investment banking revenues

  36,220   0   0   36,220 

Commissions

  7,714   0   0   7,714 

Research payments

  2,628   0   0   2,628 

Net trading losses

  (511)  0   0   (511)

Total brokerage revenues

  9,832   0   0   9,832 

Base management fees

  0   3,409   (50)  3,359 

Incentive management fees

  0   69   0   69 

Total asset management fees

  0   3,478   (50)  3,428 

Total revenues from contracts with customers

 $46,052  $3,478  $(50) $49,479 

21

 

13. Income Taxes

 

JMP Group LLC’s election to be taxed as a corporation for United States federal income tax purposes was approved by the Internal Revenue Service with an effective date of January 1, 2019. Taxable income derived from the investment activities of its previously untaxed pass-through entities will now be taxed at a U.S. federal and state corporate rate, along with the Company’s corporate subsidiaries.

 

For the three months ended March 31,June 30, 2021 and 2020, the Company recorded income tax expense of $0.4$1.3 million and tax benefitexpense of $7.2$0.2 million, respectively. The effective tax rate is 24.50%26.40% and 37.95%13.82% for the three months ended March 31,June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021 and 2020, the Company recorded income tax expense of $1.7 million and tax benefit of $7.1 million, respectively. The effective tax rate is 26.0% and 39.7% for the six months ended June 30, 2021 and 2020, respectively.

 

For financial reporting purposes, the Company’s effective tax rate used for the interim periods is based on the estimated full-year income tax rate. For the threesix months ended March 31,June 30, 2021, the Company’s effective tax rate differs from the statutory rate primarily due to the excess tax benefit that was created after stock compensation awards were vested.

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”) was enacted in response to market conditions related to the coronavirus (“COVID-19”COVID-19”) pandemic. The CARES Act includes many measures to help companies, including changes that are temporary and non-income based tax laws, some of which were part of the Tax Cuts and Jobs Act (TCJA). One provision of the CARES Act increases the tax deduction for net operating losses from 80% to 100% for 2018 through 2020 and allows net operating losses generated in 2018 through 2020 to be carried back up to five years. The Company has made reasonable assessments in accounting for certain effects of the CARES Act that was passed. However, the provisional impacts may be refined over the prescribed measurement period.

 

The Company recognizes deferred tax assets and liabilities in accordance with ASC 740, Income Taxes, and are determined based upon the temporary differences between the financial reporting and tax basis of the Company’s assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse.

 

 

14. Commitments and Contingencies

 

In connection with its underwriting activities, JMP Securities may, from time to time, enter into firm commitments for the purchase of securities in return for a fee. These commitments require JMP Securities to purchase securities at a specified price. Securities underwriting exposes JMP Securities to market and credit risk, primarily in the event that, for any reason, securities purchased by JMP Securities cannot be distributed at anticipated price levels. JMP Securities had no open underwriting commitments at both March 31,June 30, 2021 and December 31, 2020.

 

The marketable securities owned and the restricted cash, as well as the cash held by clearing brokers may be used to maintain margin requirements. The Company had $0.8 $0.8 million and $0.5$0.8 million of cash on deposit with JMP Securities’ clearing brokers at March 31,June 30, 2021 and December 31, 2020, respectively. Furthermore, the marketable securities owned may be hypothecated or borrowed by clearing brokers.

 

Unfunded commitments are agreements to lend to a borrower, provided that all conditions have been met. The Company had no0 material unfunded commitments to lend at both March 31,June 30, 2021 and December 31, 2020

 

 

15. Regulatory Requirements

 

JMP Securities is subject to the SEC’sSEC’s Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital, as defined, and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. JMP Securities had net capital of $26.4 of $40.3 million and $42.3$42.3 million, which were $24.9 were $38.7 million and $40.6$40.6 million in excess of the required net capital of $1.5$1.6 million and $1.7 million$1.7 million at March 31,June 30, 2021and December 31, 2020respectively. JMP Securities’ ratio of aggregate indebtedness to net capital was 0.86 to 1 and 0.62 to 1 at March 31,June 30, 2021and December, 31, 2020, 2020.respectively.

 

Since all customer transactions are cleared through another broker-dealer on a fully disclosed basis, JMP Securities is not required to maintain a separate bank account for the exclusive benefit of customers in accordance with Rule 15c3-3 under the Exchange Act.

 

 

16. Related Party Transactions

 

The Company earns base management fees and incentive fees from serving as investment advisor for various entities, including corporations, partnerships limited liability companies, and offshore investment companies. The Company also owns an investment in some of such affiliated entities. As of March 31,June 30, 2021 and December 31, 2020, the aggregate fair value of the Company’s investments in the affiliated entities for which the Company serves as the investment advisor was $18.8million$11.5 million and $17.3 million, respectively, which consisted of investments in hedge and other private funds of$10.3of $11.5 million and $9.8 million, for the periods, respectively and an investment in HCC common stock of $8.6 millionzero and $7.5 million for the periods, respectively. Base management fees earned fromearnedfrom these affiliated entities were $2.1$1.3 million and $1.7 million for the three months ended March 31,June 30, 2021 and 2020. Also, the Company earned incentive fees of $0.1$9.8 million and zero, from these affiliated entities for the three months ended March 31,June 30, 2021 and 2020

 

On January 9, 2018, an affiliate purchased a $0.8 million note from the Company. As of March 31,June 30, 2021, the carrying value of note payable was $0.8 million.million. The note bears interest at a rate of 12.5% per annum and matures November 20, 2022.

 

On September 19, 2017, the Company made a loan to a registered investment adviser of $3.4$3.4 million at an interest rate of 15% per year. In October 2019, the Company sold 30% of the loan, or $1.0 million, to an affiliate. As of both March 31,June 30, 2021 and December 31, 2020, the Company’s portion of the outstanding loan balance to this entity was $2.4 million. The Company determined the fair valevalue of the loan was $2.4$2.4 million as of both March 31,June 30, 2021 and December 31, 2020 using the bid price. 

 

On November 20, 2017, the Company entered into a purchase agreement with the same registered investment advisor for the purchase of 24.9% ownership of the entity. The Company recognized its investment using the equity method, with related gains recognized in other income. The company recognized $0.1 million and $0.1 million in other income for the three months ended March 31,June 30, 2021 and 2020, respectively. As of March 31,June 30, 2021 and December 31, 2020, the investment balance iswas $4.7 million and $4.5 million, respectively.

 

22


 

17. Litigation

 

The Company may be involved from to time in a number of judicial, regulatory, litigation and arbitration matters arising in connection with the business. The outcome of such matters the Company has been and/or currently is involved in cannot be determined at this time, and the results cannot be predicted with certainty. There can be no assurance that these matters will not have a material adverse effect on the results of operations in any future period and a significant outcome could have a material adverse impact on the Company’s financial condition, results of operations and cash flows.

 

The Company reviews the need for any loss contingency reserves and establishes reserves when, in the opinion of management, it is probable that a matter would result in liability and the amount of loss, if any, can be reasonably estimated. Generally, given the inherent difficulty of predicting the outcome of matters the Company is involved in, particularly cases in which claimants seek substantial or indeterminate damages, it is not possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution. For these matters, no reserve is established until such time, other than for reasonably estimable legal fees and expenses. Management, after consultation with legal counsel, believes that the currently known actions or threats will not result in any material adverse effect on the Company’s financial condition, results of operations or cash flows.

 

 

18. Financial Instruments with Off-Balance Sheet Risk, Credit Risk or Market Risk

 

The majority of the Company’s transactions, and consequently the concentration of its credit exposure, is with its clearing brokers. The Company may enter into margin transactions in its principal trading accounts held at a clearing broker. Such margin transactions are collateralized by the Company’s cash and securities held in those accounts. Clearing brokers have the right to pledge or hypothecate such collateralized assets under the margin transaction agreement. The receivable from the clearing brokers include commissions receivable related to security transactions of customers and amounts receivable in connection with the trading of proprietary positions. The Company is also exposed to credit risk from other brokers, dealers and other financial institutions with which it transacts business. In the event that these other parties do not fulfill their obligations in the course of business dealings, the Company may be exposed to credit risk.

 

The Company’s trading activities include providing securities brokerage services to institutional clients. To facilitate these customer transactions, the Company purchases proprietary securities positions (“long positions”) in equity securities. The Company also enters into transactions to sell securities not yet purchased (“short positions”), which are recorded as liabilities on the Consolidated Statements of Financial Condition. The Company is exposed to market risk on these long and short securities positions as a result of decreases in market value of long positions and increases in market value of short positions. Short positions create a liability to purchase the security in the market at prevailing prices. Such transactions result in off-balance sheet market risk as the Company’s ultimate obligation to satisfy the sale of securities sold, but not yet purchased, may exceed the amount recorded in the Consolidated Statements of Financial Condition. To mitigate the risk of losses, these securities positions are marked to market daily and are monitored by management to assure compliance with limits established by the Company.

 

JMP Securities has agreed to indemnify its clearing brokers for losses that the clearing brokers may sustain from the accounts of customers introduced by JMP Securities. Should a customer not fulfill its obligation on a transaction, JMP Securities may be required to buy or sell securities at prevailing market prices in the future on behalf of its customer. JMP Securities’ indemnification obligations to its clearing brokers have no maximum amount. All unsettled trades at March 31,June 30, 2021 and December 31, 2020 have subsequently settled with no resulting material liability to the Company. For the threesix months ended March 31,June 30, 2021 and 2020, the Company had no material loss due to counterparty failure, and had no obligations outstanding under the indemnification arrangement as of March 31,June 30, 2021 and December 31, 2020.

 

The Company is engaged in various investment banking and brokerage activities whose counterparties primarily include broker-dealers, banks and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty with which it conducts business.

 

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a borrower to a third party. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to borrowers. In addition, the Company had unfunded commitments to lend to a borrower. The Company had no material unfunded commitments to lend to a borrower as of March 31,June 30, 2021 and December 31, 2020.

 


23


 

19. Business Segments

 

The Company’s business results are categorized into the following four4 business segments: Broker-Dealer, Asset Management Fee Income, Investment Income, and Corporate Costs. The Broker-Dealer segment includes a broad range of services, such as underwriting and acting as a placement agent for public and private capital markets raising transactions and financial advisory services in M&A, restructuring and other strategic transactions. The Broker-Dealer segment also includes institutional brokerage services and equity research services to our institutional investor clients. The Asset Management Fee Income segment includes the management of a broad range of pooled investment vehicles, including the Company’s hedge funds, private equity funds, hedge funds of funds, and collateralized loan obligations (through March 2019). The Investment Income segment includes income from the Company’s principal investments in public and private securities and investment funds managed by HCS, as well as any other net interest and income from investing activities, and interest expense related to the Company's bond issuance. The Corporate Costs segment also includes expenses related to JMP Group LLC, JMP Holding LLC and JMP Group Inc., and is mainly comprised of corporate overhead expenses.

 

Management uses operating net income, a Non-GAAP financial measure, as a key metric when evaluating the performance of the Company's core business strategy and ongoing operations. This measure adjusts the Company’s net income as follows: (i) reverses share-based compensation expense recognized during the period, (ii) recognizes 100% of the share-based compensation expense in the period the award was granted, instead of recognizing it over the vesting period as required under GAAP, (iii) reverses amortization expense related to an intangible asset resulting from the repurchase of a portion of the equity of CLO III prior to March 31, 2019; (iv)(iv) unrealized gains or losses on commercial real estate investments, adjusted for non-cash expenditures, including depreciation and amortization; (v) reverses net unrealized gains and losses on strategic equity investments and warrants; (vi) reverses any impairment of CLO debt securities recognized in principal transactions, (vii) reverses one-timeone-time transaction costs related to the refinancing or repurchase of debt; and (viii) a combined federal, state and local income tax rate of 26% at the consolidated taxable parent company, JMP Group LLC. In management's view of the Company's performance, these charges may obscure the Company’s operating income and complicate an assessment of the Company’s core business activities. The operating pre-tax net income facilitates a meaningful comparison of the Company’s results from period to period.

 

24


Segment Operating Results

 

Discussed below is our Operating Net Income by segment. This information is reflected in a manner utilized by management to assess the financial operations of the Company's various business lines.

 

 

Three Months Ended March 31, 2021

           

Three Months Ended June 30, 2021

        

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

   

Consolidated GAAP

  

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

   

Consolidated GAAP

 
     

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                           

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                      

Revenues

                                                        

Investment banking

 $32,569  $-  $-  $-  $-  $-  $32,569  $-   $32,569  $32,713  $0  $0  $0  $0  $0  $32,713  $0   $32,713 

Brokerage

  5,905   -   -   -   -   -��  5,905   -    5,905  3,391  0  0  0  0  0  3,391  0   3,391 

Asset management related fees

  21   2,174   352   2,526   -   (25)  2,522   (353)

(a)

  2,169  93  11,628  491  12,119  0  (25) 12,187  (1,086)

(a)

 11,101 

Principal transactions

  (444)  -   1,110   1,110   -   -   666   (3,877)

(b)

  (3,211) 167  0  3,086  3,086  0  0  3,253  (3,302)

(b)

 (49)

Other income

  -   -   -   -   -   -   -   816 

(a)

  816   0   0   0   0   0   0   0   1,127 

(a)

  1,127 
Net interest income  -   -   558   558   -   -   558   (25)(c)  533  0 0 290 290 0 0 290 (25)

(c)

 265 
(Loss) on repurchase, reissuance or early retirement of debt  -   -   -   -   -   -   -   (288)(d)  (288)

Gain (loss) on repurchase, reissuance or early retirement of debt

 0 0 0 0 0 0 0 (271)

(d)

 (271)

Net dividend income

  0  0  215  215  0  0  215  0    215 

Total net revenues

  38,051   2,174   2,020   4,194   -   (25)  42,220   (3,727)   38,493  36,364  11,628  4,082  15,710  0  (25) 52,049  (3,557)  48,492 
                                      
Non-interest expenses  32,308   2,207   297   2,504   2,320   (25)  37,107   (161)(e)  36,946   31,970  8,940  352  9,292  2,529  (25)  43,766  (224)

(e)

  43,542 
                                      

Operating income (loss) before taxes

  5,743   (33)  1,723   1,690   (2,320)  -   5,113   (3,566)   1,547  4,394  2,688  3,730  6,418  (2,529) 0  8,283  (3,333)  4,950 
                                      

Income tax expense (benefit)

  1,493   (8)  447   439   (603)  -   1,329   (950)

(f)

  379  1,142  699  971  1,670  (658) 0  2,154  (847)

(f)

 1,307 
Net income attributable to non-controlling interest  -   -   -   -   -   -   -   79 (a),(c),(e)  79   0  0  0  0  0  0  0  15 

(a),(c),(e)

  15 
                                      
Operating net income (loss) $4,250  $(25) $1,276  $1,251  $(1,717) $-  $3,784  $(2,695)(g) $1,089  $3,252 $1,989 $2,759 $4,748 $(1,871) $0 $6,129 $(2,501)

(g)

 $3,628 

 

 

As of March 31, 2021

          

As of June 30, 2021

        

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

  

Consolidated GAAP

  

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

  

Consolidated GAAP

 
     

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                          

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                     

Segment assets

 $72,384  $11,196  $65,563  $76,759  $128,711  $(62,591) $215,263  $-  $215,263  $86,752  $12,909  $61,139  $74,048  $120,121  $(54,857) $226,064  $0  $226,064 

 

(a)

Total segment asset management-related fees include income from fee sharing arrangements with, and fees earned to raise capital for, third-partythird-party or equity-method investment partnerships or funds, which are reported as other income under GAAP. In addition, total segment asset management-related fees exclude base management fees and incentive fees attributable to non-controlling interest.
(b)Total segment principal transaction revenues exclude certain unrealized mark-to-market gains or losses, including those related to impairment of CLO debt securities and the Company's investment in Harvest Capital Credit Corporation, as well as unrealized losses derived from depreciation and amortization of real estate investment properties.
(c)Total segment net dividend income and net interest income exclude those attributable to non-controlling interests. 
(d)Total segment gain/(loss) repurchase/early retirement of debt excludes losses on write offs of debt issuance costs related to early retirement or repurchase of debt.  
(e)Total segments non-interest expenses exclude compensation expense recognized under GAAP related to equity awards and expenses attributable to non-controlling interests.
(f)Total segment income tax (benefit) assumes a combined federal, state and local income tax rate of 26%.
(g)Operating net income (loss) is reconciled to GAAP net income (loss) attributable to JMP Group LLC. 

25

 
  

Three Months Ended June 30, 2020

          

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

   

Consolidated GAAP

 
      

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                      

Revenues

                                     

Investment banking

 $21,595  $0  $0  $0  $0  $0  $21,595  $0   $21,595 

Brokerage

  5,645   0   0   0   0   0   5,645   0    5,645 

Asset management related fees

  7   1,941   379   2,320   0   (42)  2,285   (573)

(a)

  1,712 

Principal transactions

  458   0   1,809   1,809   0   0   2,267   (2,315)

(b)

  (48)

Net dividend income

  0   0   49   49   0   0   49   (39)

(c )

  10 

Other income

  0   0   0   0   0   0   0   912 

(a)

  912 

Net interest income

  0   0   192   192   0   0   192   (25)

(c )

  167 

Gain on repurchase, reissuance or early retirement of debt

  0   0   0   0   0   0   0   0 

(d )

  0 

Total net revenues

  27,705   1,941   2,429   4,370   0   (42)  32,033   (2,040)   29,993 
                                      

Non-interest expenses

  24,045   2,144   303   2,447   2,082   (42)  28,532   187 

(e )

  28,719 
                                      

Operating income (loss) before taxes

  3,660   (203)  2,126   1,923   (2,082)  0   3,501   (2,227)   1,274 
                                      

Income tax expense (benefit)

  951   (53)  553   500   (541)  0   910   (734)

(f )

  176 

Net loss attributable to non-controlling interest

  0   0   0   0   0   0   0   (26)

(a), (c ), (e )

  (26)
                                      

Operating net income (loss)

 $2,709  $(150) $1,573  $1,423  $(1,541) $0  $2,591  $(1,467)

(g )

 $1,124 

  

As of June 30, 2020

         

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

  

Consolidated GAAP

 
      

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                     

Segment assets

 $49,796  $10,637  $76,462  $87,098  $229,133  $(159,144) $206,883  $0  $206,883 

(a)

Total segment asset management-related fees include income from fee sharing arrangements with, and fees earned to raise capital for, third-party or equity-method investment partnerships or funds, which are reported as other income under GAAP. In addition, total segment asset management-related fees exclude base management fees and incentive fees attributable to non-controlling interest. 
(b)Total segment principal transaction revenues exclude certain unrealized mark-to-market gains or losses, including those related to impairment of CLO debt securities and the Company's investment in Harvest Capital Credit Corporation, as well as unrealized losses derived from depreciation and amortization of real estate investment properties. 
(c)Total segment net dividend income and net interest income exclude those attributable to non-controlling interests. 
(d)Total segment gain/(loss) repurchase/early retirement of debt excludes losses on write offs of debt issuance costs related to early retirement or repurchase of debt. 
(e)Total segments non-interest expenses exclude compensation expense recognized under GAAP related to equity awards and expenses attributable to non-controlling interests.
(f)Total segment income tax (benefit) assumes a combined federal, state and local income tax rate of 26%.
(g)Operating net income (loss) is reconciled to GAAP net income (loss) attributable to JMP Group LLC.

 


26


  

Three Months Ended March 31, 2020

          

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

   

Consolidated GAAP

 
      

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                      

Revenues

                                     

Investment banking

 $14,625  $-  $-  $-  $-  $-  $14,625  $-   $14,625 

Brokerage

  4,187   -   -   -   -   -   4,187   -    4,187 

Asset management related fees

  152   1,903   333   2,236   -   (45)  2,343   (627)

(a)

  1,716 

Principal transactions

  -   -   81   81   -   -   81   (17,633)

(b)

  (17,552)

Net dividend income

  -   -   256   256   -   -   256   (29)

(c )

  227 

Other income

  -   -   -   -   -   -   -   935 

(a)

  935 

Net interest income

  -   -   458   458   -   -   458   (26)

(c )

  432 
Gain on repurchase, reissuance or early retirement of debt  -   -   786   786   -   -   786   (89)(d )  697 

Total net revenues

  18,964   1,903   1,914   3,817   -   (45)  22,736   (17,469)   5,267 
                                      
Non-interest expenses  19,201   2,362   151   2,513   1,792   (45)  23,461   884 (e )  24,345 
                                      

Operating income (loss) before taxes

  (237)  (459)  1,763   1,304   (1,792)  -   (725)  (18,353)   (19,078)
                                      

Income tax expense (benefit)

  (62)  (120)  459   339   (465)  -   (188)  (7,051)

(f )

  (7,239)

Net income attributable to non-controlling interest

  -   -   -   -   -   -   -   (91)

(a), (c ), (e )

  (91)
                                      

Operating net income (loss)

 $(175) $(339) $1,304  $965  $(1,327) $-  $(537) $(11,211)

(g )

 $(11,748)

  

As of March 31, 2020

         

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

  

Consolidated GAAP

 
      

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                     

Segment assets

 $34,685  $9,873  $78,236  $88,109  $228,197  $(161,947) $189,044  $-  $189,044 
 
  

Six Months Ended June 30, 2021

          

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

   

Consolidated GAAP

 
      

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                      

Revenues

                                     

Investment banking

 $65,282  $0  $0  $0  $0  $0  $65,282  $0   $65,282 

Brokerage

  9,296   0   0   0   0   0   9,296   0    9,296 

Asset management related fees

  114   13,802   843   14,645   0   (50)  14,709   (1,439)

(a)

  13,270 

Principal transactions

  (277)  0   4,196   4,196   0   0   3,919   (7,179)

(b)

  (3,260)

Other income

  0   0   0   0   0   0   0   1,943 

(a)

  1,943 

Net interest income

  0   0   848   848   0   0   848   (50)

(c)

  798 

Gain (loss) on repurchase, reissuance or early retirement of debt

  0   0   0   0   0   0   0   (559)

(d)

  (559)

Net dividend income

  0   0   215   215   0   0   215   0    215 

Total net revenues

  74,415   13,802   6,102   19,904   0   (50)  94,269   (7,284)   86,985 
                                      

Non-interest expenses

  64,278   11,147   649   11,796   4,849   (50)  80,873   (385)

(e)

  80,488 
                                      

Operating income (loss) before taxes

  10,137   2,655   5,453   8,108   (4,849)  0   13,396   (6,899)   6,497 
                                      

Income tax expense (benefit)

  2,635   691   1,418   2,109   (1,261)  0   3,483   (1,797)

(f)

  1,686 

Net income attributable to non-controlling interest

  0   0   0   0   0   0   0   94 

(a),(c),(e)

  94 
                                      

Operating net income (loss)

 $7,502  $1,964  $4,035  $5,999  $(3,588) $0  $9,913  $(5,196)

(g)

 $4,717 

 

(a)

Total segment asset management-related fees include income from fee sharing arrangements with, and fees earned to raise capital for, third-partythird-party or equity-method investment partnerships or funds, which are reported as other income under GAAP. In addition, total segment asset management-related fees exclude base management fees and incentive fees attributable to non-controlling interest. 
(b)Total segment principal transaction revenues exclude certain unrealized mark-to-market gains or losses, including those related to impairment of CLO debt securities and the Company's investment in Harvest Capital Credit Corporation, as well as unrealized losses derived from depreciation and amortization of real estate investment properties. 
(c)Total segment net dividend income and net interest income exclude those attributable to non-controlling interests. 
(d)Total segment gain/(loss) repurchase/early retirement of debt excludes losses on write offs of debt issuance costs related to early retirement or repurchase of debt. 
(e)Total segments non-interest expenses exclude compensation expense recognized under GAAP related to equity awards, one-time charge recorded in connection with severance costs deriving from strategic restructuring and reduction of headcount, and expenses attributable to non-controlling interests.
(f)Total segment income tax (benefit) assumes a combined federal, state and local income tax rate of 26%.
(g)Operating net income (loss) is reconciled to GAAP net income (loss) attributable to JMP Group LLC. 

27

 
  

Six Months Ended June 30, 2020

          

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Adjustments

   

Consolidated GAAP

 
      

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                      

Revenues

                                     

Investment banking

 $36,220  $0  $0  $0  $0  $0  $36,220  $0   $36,220 

Brokerage

  9,832   0   0   0   0   0   9,832   0    9,832 

Asset management related fees

  159   3,844   712   4,556   0   (87)  4,628   (1,200)

(a)

  3,428 

Principal transactions

  487   0   1,861   1,861   0   0   2,348   (19,948)

(b)

  (17,600)

Net dividend income

  0   0   305   305   0   0   305   (68)

(c)

  237 

Other income

  0   0   0   0   0   0   0   1,847 

(a)

  1,847 

Net interest income

  0   0   650   650   0   0   650   (51)

(c)

  599 

Gain on repurchase, reissuance or early retirement of debt

  0   0   786   786   0   0   786   (89)

(d)

  697 

Total net revenues

  46,698   3,844   4,314   8,158   0   (87)  54,769   (19,509)   35,260 
                                      

Non-interest expenses

  43,246   4,506   454   4,960   3,874   (87)  51,993   1,071 

(e)

  53,064 
                                      

Operating income (loss) before taxes

  3,452   (662)  3,860   3,198   (3,874)  0   2,776   (20,580)   (17,804)
                                      

Income tax expense (benefit)

  889   (173)  1,012   839   (1,007)  0   722   (7,785)

(f)

  (7,063)

Net loss attributable to non-controlling interest

  0   0   0   0   0   0   0   (117)

(a),(c),(e)

  (117)
                                      

Operating net income (loss)

 $2,563  $(489) $2,848  $2,359  $(2,868) $0  $2,055  $(12,678)

(g)

 $(10,624)

(a)

Total segment asset management-related fees include income from fee sharing arrangements with, and fees earned to raise capital for, third-party or equity-method investment partnerships or funds, which are reported as other income under GAAP. In addition, total segment asset management-related fees exclude base management fees and incentive fees attributable to non-controlling interest. 
(b)Total segment principal transaction revenues exclude certain unrealized mark-to-market gains or losses, including those related to impairment of CLO debt securities and the Company's investment in Harvest Capital Credit Corporation, as well as unrealized losses derived from depreciation and amortization of real estate investment properties. 
(c)Total segment net dividend income and net interest income exclude those attributable to non-controlling interests. 
(d)Total segment gain/(loss) repurchase/early retirement of debt excludes losses on write offs of debt issuance costs related to early retirement or repurchase of debt. 
(e)Total segments non-interest expenses exclude compensation expense recognized under GAAP related to equity awards and expenses attributable to non-controlling interests.
(f)Total segment income tax (benefit) assumes a combined federal, state and local income tax rate of 26%.
(g)Operating net income (loss) is reconciled to GAAP net income (loss) attributable to JMP Group LLC.

 

2528

 

20. Nonconsolidated Variable Interest Entities

 

VIEs for which the Company is not the primary beneficiary consists of private equity funds, CLO investments, and other investments in which the Company has an equity ownership interest. The Company's maximum exposure to loss from its non-consolidated VIEs consists of equity investments and receivables as follows:

 

(In thousands)

 

As of

 
  

June 30, 2021

  

December 31, 2020

 
  

Financial Statement

  

Maximum

      

Financial Statement

  

Maximum

     
  

Carrying Amount

  

Exposure to

      

Carrying Amount

  

Exposure to

     
  

Assets

  

Liabilities

  

Loss

  

VIE Assets

  

Assets

  

Liabilities

  

Loss

  

VIE Assets

 

CLOs

 $38,849  $0  $38,849  $824,680  $52,714  $0  $52,714  $1,169,243 

Fund investments

  13,016   363   15,456   589,145   10,765   311   14,311   465,365 

Other investments

  756   0   756   1,151,098   4,404   25   4,404   1,172,018 

Total

 $52,621  $363  $55,061  $2,564,923  $67,883  $336  $71,429  $2,806,626 

(In thousands)

 

As of

 
  

March 31, 2021

  

December 31, 2020

 
  

Financial Statement

  

Maximum

      

Financial Statement

  

Maximum

     
  

Carrying Amount

  

Exposure to

      

Carrying Amount

  

Exposure to

     
  

Assets

  

Liabilities

  

Loss

  

VIE Assets

  

Assets

  

Liabilities

  

Loss

  

VIE Assets

 

CLOs

 $52,396  $-  $52,396  $1,130,360  $52,714  $-  $52,714  $1,169,243 
Fund investments  11,831   337   14,988   461,088   10,765   311   14,311   465,365 
Other investments  4,479   -   4,479   1,155,724   4,404   25   4,404   1,172,018 

Total

 $68,706  $337  $71,863  $2,747,172  $67,883  $336  $71,429  $2,806,626 
29

21. Subsequent Events

 

On July 30, 2021, the Company received a $23.8 million distribution from Workspace Property Trust LP (“Workspace”) that recently completed a dividend recapitalization. The Company records its equity interest in Workspace using equity method accounting and currently holds its interest at zero.


 

On July 19, 2021, the Company redeemed $15.0 million par value of its issued and outstanding 2027 Senior Notes.

30

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the unaudited consolidated financial statements and the related notes included elsewhere in this report. For additional context with which to understand our financial condition and results of operations, see the MD&A for the fiscal year ended December 31, 2020 contained in our Form 10-K for the year ended December 31, 2020,, filed with the Securities and Exchange Commission on March 29, 2021 (the “Annual Report”), as well as the consolidated financial statements and notes contained therein.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This MD&A and other sections of this Form 10-Q (the “Quarterly Report”) contain forward looking statements. The Company makes forward-looking statements, as defined by the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and in some cases you can identify these statements by forward-looking words such as “if,” “shall,” “may,” “might,” “will likely result,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “intend,” “goal,” “objective,” “predict,” “potential” or “continue,” the negative of these terms, and other comparable terminology. These forward-looking statements, which are based on various underlying assumptions and expectations and are subject to risks, uncertainties and other unknown factors, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events that the Company believes to be reasonable. There are or may be important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the historical or future results, level of activity, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, those discussed under the caption “Risk Factors” in our Annual Report. In preparing this MD&A, the Company presumes that readers have access to and have read the MD&A in our Annual Report, pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K. The Company undertakes no duty to update any of these forward-looking statements after the date of filing of this Quarterly Report to conform such forward-looking statements to actual results or revised expectations, except as otherwise required by law.

 

Overview

 

JMP Group LLC, together with its subsidiaries (collectively, the “Company”, “we”, or “us”), is a diversified capital markets firm headquartered in San Francisco, California. We have a diversified business model with a focus on small and middle-market companies and provide:

 

investment banking services, including corporate finance, mergers and acquisitions and other strategic advisory services, to corporate clients;

investment banking services, including corporate finance, mergers and acquisitions and other strategic advisory services, to corporate clients;

 

sales and trading and related securities brokerage services to institutional investors;

sales and trading and related securities brokerage services to institutional investors;

 

equity research coverage of three target industries;

equity research coverage of three target industries;

 

asset management products and services to institutional investors, high net-worth individuals and for our own account; and

asset management products and services to institutional investors, high net-worth individuals and for our own account; and

 

management of collateralized loan obligations (through March 19, 2019) and a specialty finance company.

management of collateralized loan obligations (through March 19, 2019) and a specialty finance company.

 

Operating Results

 

A summary of the Company’s operating results for the three and six months ended March 31,June 30, 2021 and 2020,, is set forth below.

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

 

Six Months Ended June 30,

 

(in thousands, except per share amounts)

 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 
         

Total net revenues

 $38,493  $5,267  $48,492  $29,993  $86,985  $35,260 
         

Net income/(loss) attributable to JMP Group

  1,089   (11,748) 3,628  1,124  4,717  (10,624)

Net income/(loss) attributable to JMP Group per share

  0.05   (0.60) 0.18 0.06 0.24 (0.54)
         

Operating Net Income/(Loss)*

  3,784   (537) 6,129  2,591  9,913  2,054 

Operating Net Income/(Loss) per share*

  0.18   (0.03) 0.29  0.13  0.47  0.10 

 

 *Operating Net Income (Loss) is a non-GAAP measure. See the section titled Operating Net Income (Non-GAAP Financial Measure) for more information about this non-GAAP measure, including a reconciliation to net income (loss).

 

Recent Developments

 

On January 30, 2020, the spread of novel coronavirus (“COVID-19”) was declared a Public Health Emergency of International Concern by the World Health Organization (“WHO”). Subsequently, on March 11, 2020, WHO characterized the COVID-19 outbreak as a pandemic. In March 2020, the U.S. equities market saw sharp declines and extreme volatility in reaction to the COVID-19 pandemic.

 

In the second quarter of 2020, unprecedented fiscal and monetary stimuli by the U.S. government spurred a sharp recovery in U.S. equity prices. The U.S. equities market continued to recover from the impact of the COVID-19 pandemic during the second half of 2020. The Company's equity capital markets and brokerage revenues directly benefited from the improved capital market condition.

 

We continue to closely monitor the status of the COVID-19 pandemic and its impact on our business, the economy and capital markets globally. An economic recession could have a material adverse effect on our business, financial condition, results of operations, or cash flows. While we are optimistic that the equity market could remain active through year-end, we cannot reliably estimate the extent to which the COVID-19 pandemic will impact our business in the remainder of 2021 and beyond.

 

In February 2020, Medalist Partners Corporate Finance LLC ("MPCF") completed the securitization of Medalist Partners Corporate Finance CLO VI Ltd upon which the related CLO VI warehouse was liquidated. The Company does not hold any subordinated notes of Medalist Partners Corporate Finance CLO VI Ltd.

On December 23, 2020,June 9, 2021, HCC and Portman Ridge Finance Corporation (“PTMN”) announced that they have entered intoclosed a definitive agreement undermerger transaction pursuant to which HCC will mergemerged with and into PTMN, a business development company managed by Sierra Crest Investment Management LLC (“Sierra Crest”), an affiliate of BC Partners Advisors L.P. The parties currently expectIn connection with the transaction to be completed inmerger, the second calendar quarter of 2021.Company received aggregate consideration totalin g $9.5 million and recorded a realized gain o f $0.1 million. The Company’s partially-owned subsidiary HCAP Advisors providesprovided investment advisory services to HCC. In addition, the Company had investmentsHCC and in HCC common stock of $8.5 million as of March 31,2021. In connection with the above transaction, HCC stockholdersmerger, Sierra Crest and HCAP Advisors have agreed to a transition services agreement pursuant to which HCAP Advisors will receive aggregate consideration equalprovide certain consulting services to Sierra Crest relating to HCC’s net asset value at closing. This considerationinvestment portfolio. Under the transition services agreement, HCAP Advisors is expected to earn $3.9 million in total through the three-year period commencing on the merger date.

In June 2021, the Company sold its existing 45.0% ownership interest in Medalist Partners Corporate Finance LLC. The Company received a $1.5 million upfront cash payment, canceled its previous fee-sharing agreement, and entered into a new fee sharing agreement, in which the Company will be funded using PTMN shares (valued at 100% of PTMN’s net asset value per share at the time of closingretain an interest to receive 20 basis points of the transaction) and, to the extent the required numbertotal 35 basis points in subordinated management fees from JMP Credit Advisors CLO IV Ltd. And JMP Credit Advisors CLO V Ltd. The Company recognized a realized gain of PTMN shares exceeds 19.9% of the issued and outstanding shares of PTMN common stock immediately prior to the transaction closing, cash consideration in the amount of such excess. As described below, HCAP stockholders will have an opportunity, subject to certain limitations, to elect to receive either cash or PTMN shares in consideration for their HCAP shares. Additionally, all HCAP stockholders will receive an additional cash payment from Sierra Crest of $2.15$1.4 million in the aggregate, or approximately $0.36 per share.

on this transaction.

 


 

Results of Operations

 

The following table sets forth our results of operations for the three and six months ended March 31,June 30, 2021 and 2020, and is not necessarily indicative of the results to be expected for any future period.

 

(In thousands)

 

Three Months Ended March 31,

  

Three Month Change From 2020 to 2021

  

Three Months Ended June 30,

  

Six Months Ended June 30,

  

Three Month Change From 2020 to 2021

  

Six Month Change From 2020 to 2021

 
 

2021

  

2020

  $  

%

  

2021

  

2020

  

2021

  

2020

  

$

  

%

  

$

  

%

 

Revenues

                 

Investment banking

 $32,569  $14,625  $17,944   122.7% $32,713  $21,595  $65,282  $36,220  $11,118  51.5% $29,062  80.2%

Brokerage

  5,905   4,187   1,718   41.0% 3,391  5,645  9,296  9,832  (2,254) -39.9% (536) -5.5%

Asset management fees

  2,169   1,716   453   26.4% 11,101  1,712  13,270  3,428  9,389  548.4% 9,842  287.1%

Principal transactions

  (3,211)  (17,552)  14,341   81.7% (49) (48) (3,260) (17,600) (1) 2.1% 14,340  -81.5%

Net dividend income

  -   227   (227)  -100.0% 215  10  215  237  205  2050.0% (22) -9.3%

Other income

  816   935   (119)  -12.7%  1,127   912   1,943   1,847   215   23.6%  96   5.2%
Non-interest revenues  38,248   4,138   34,110   824.3%  48,498   29,826   86,746   33,964   18,672   62.6%  52,782   155.4%
                 

Interest income

  2,101   2,214   (113)  -5.1% 1,754  1,890  3,855  4,104  (136) -7.2% (249) -6.1%

Interest expense

  (1,568)  (1,782)  214   12.0%  (1,489)  (1,723)  (3,057)  (3,505)  234   -13.6%  448   -12.8%

Net interest income

  533   432   101   23.4%  265   167   798   599   98   58.7%  199   33.2%
                 

(Loss) gain on repurchase, reissuance, or early retirement of debt

  (288)  697   (985)  -141.3% (271) - (559) 697 (271) -100.0% (1,256) -180.2%
Total net revenues  38,493   5,267   33,226   630.8%  48,492   29,993   86,985   35,260   18,499   61.7%  51,725   146.7%
                 

Non-interest expenses

                 

Compensation and benefits

  29,945   16,213   13,732   84.7% 35,146  22,386  65,091  38,599  12,760�� 57.0% 26,492  68.6%

Administration

  1,491   2,222   (731)  -32.9% 1,941  1,067  3,432  3,289  874  81.9% 143  4.3%

Brokerage, clearing and exchange fees

  680   634   46   7.3% 644  647  1,324  1,281  (3) -0.5% 43  3.4%

Travel and business development

  67   922   (855)  -92.7% 215  54  282  976  161  298.1% (694) -71.1%

Managed deal expenses

  1,398   588   810   137.8% 1,354  950  2,752  1,538  404  42.5% 1,214  78.9%

Communications and technology

  1,107   1,129   (22)  -1.9% 1,160  1,085  2,267  2,214  75  6.9% 53  2.4%

Occupancy

  1,198   1,199   (1)  -0.1% 1,173  1,194  2,371  2,393  (21) -1.8% (22) -0.9%

Professional fees

  827   890   (63)  -7.1% 1,394  731  2,221  1,621  663  90.7% 600  37.0%

Depreciation

  275   548   (273)  -49.8% 265  397  540  945  (132) -33.2% (405) -42.9%
Other (loss)  (42)  -   (42)  -100.0%  250   208   208   208   42   20.2%  0   0.0%

Total non-interest expenses

  36,946   24,345   12,601   51.8%  43,542   28,719   80,488   53,064   14,823   51.6%  27,424   51.7%
Net income (loss) before income taxes  1,547   (19,078)  20,625   -108.1% 4,950  1,274  6,497  (17,804) 3,676  288.5% 24,301  -136.5%

Income tax expense (benefit)

  379   (7,239)  7,618   -105.2% 1,307 176 1,686 (7,063) 1,131 642.6% 8,749 -123.9%
Net income (loss)  1,168   (11,839)  13,007   -109.9% 3,643 1,098 4,811 (10,741) 2,545 231.8% 15,552 -144.8%

Less: Net income (loss) attributable to non-controlling interest

  79   (91)  170   -186.8%  15   (26)  94   (117)  41   -157.7%  211   -180.3%

Net income (loss) attributable to JMP Group LLC

 $1,089  $(11,748) $12,837   -109.3% $3,628  $1,124  $4,717  $(10,624) $2,504   222.8% $15,341   -144.4%

 


 

Operating Net Income (Non-GAAP Financial Measure)

 

Management uses Operating Net Income as a key, non-GAAP metric when evaluating the performance of JMP Group LLC’s core business strategy and ongoing operations, as management believes that this metric appropriately illustrates the operating results of JMP Group LLC’s core operations and business activities. Operating Net Income is derived from our segment reported results and is the measure of segment profitability on an after-tax basis used by management to evaluate our performance. This non-GAAP measure is presented to enhance investors’ overall understanding of the Company’s current financial performance. Additionally, management believes that Operating Net Income is a useful measure because it allows for a better evaluation of the performance of JMP Group LLC’s ongoing business and facilitates a meaningful comparison of the Company’s results in a given period to those in prior and future periods.

 

However, Operating Net Income should not be considered a substitute for results that are presented in a manner consistent with GAAP. A limitation of the non-GAAP financial measures presented is that, unless otherwise indicated, the adjustments concern gains, losses or expenses that JMP Group LLC generally expects to continue to recognize, and the adjustment of these items should not always be construed as an inference that these gains or expenses are unusual, infrequent or non-recurring. Therefore, management believes that both JMP Group LLC’s GAAP measures of its financial performance and the respective non-GAAP measures should be considered together. Operating Net Income may not be comparable to a similarly titled measure presented by other companies.

 

Operating Net Income is a non-GAAP financial measure that adjusts the Company’s GAAP net income as follows:

 

 

(i)

reverses compensation expense recognized under GAAP related to equity awards;

(ii)

recognizes 100% of the cost of deferred compensation in the period for which such compensation was awarded, instead of recognizing such cost over the vesting period as required under GAAP, in order to match compensation expense with the actual period upon which the compensation was based;

   
 

(ii)(iii)

recognizes 100%reverses amortization expense related to an intangible asset resulting from the repurchase of a portion of the costequity of deferred compensation in the period for which such compensation was awarded, instead of recognizing such cost over the vesting period as required under GAAP, in orderCLO III prior to match compensation expense with the actual period upon which the compensation was based;March 31, 2019;

   
 

(iii)(iv)

reverses amortization expense related to an intangible asset resulting from the repurchase of a portion of the equity of CLO III prior to March 31, 2019;unrealized gains or losses on commercial real estate investments, adjusted for non-cash expenditures, including depreciation and amortization;

   
 

(iv)(v)

reverses net unrealized gains orand losses on commercial real estatestrategic equity investments adjusted for non-cash expenditures, including depreciation and amortization;warrant positions;

   
 

(v)(vi)

reverses impairment of CLO debt securities recognized in principal transaction revenues, as the Company believes that the forecasted reduction in future cash flows will be mitigated by a change in the interest rate environment and that distributions will be larger than currently projected; 

(vii)

reverses net unrealized gains and losses on strategic equity investments and warrant positions;the one-time transaction costs related to the refinancing or repurchase of the debt;

   
 

(vi)

reverses impairment of CLO debt securities recognized in principal transaction revenues, as the Company believes that the forecasted reduction in future cash flows will be mitigated by a change in the interest rate environment and that distributions will be larger than currently projected; 

(vii)(viii)

reversesincludes a combined federal, state and local income tax rate of 26% at the one-time transaction costs related to the refinancing or repurchase of the debt;consolidated taxable parent company, JMP Group LLC;

   
 

(viii)

includes a combined federal, state and local income tax rate of 26% at the consolidated taxable parent company, JMP Group LLC;

(ix)

removes any non-controlling interest in consolidated but less than wholly owned subsidiaries; and

 

2933

 

Discussed below is our Operating Net Income by segment. This information is reflected in a manner utilized by management to assess the financial operations of the Companys various business lines.

 

 

Three Months Ended March 31, 2021

  

Three Months Ended June 30, 2021

 

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

 
     

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                  

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

             

Revenues

                                           
Investment banking $32,569  $-  $-  $-  $-  $-  $32,569  $32,713 $- $- $- $- $- $32,713 
Brokerage  5,905   -   -   -   -   -   5,905  3,391 - - - - - 3,391 
Asset management related fees  21   2,174   352   2,526   -   (25)  2,522  93 11,628 491 12,119 - (25) 12,187 
Principal transactions  (444)  -   1,110   1,110   -   -   666  167 - 3,086 3,086 - - 3,253 
Net interest income  -   -   558   558   -   -   558  - - 290 290 - - 290 

Net dividend income

  -  -  215  215  -  -  215 
Adjusted net revenues  38,051   2,174   2,020   4,194   -   (25)  42,220  36,364 11,628 4,082 15,710 - (25) 52,049 
                             
Non-interest expenses  32,308   2,207   297   2,504   2,320   (25)  37,107   31,970  8,940  352  9,292  2,529  (25)  43,766 
                             
Operating pre-tax net income (loss)  5,743   (33)  1,723   1,690   (2,320)  -   5,113  4,394 2,688 3,730 6,418 (2,529) - 8,283 
                             
Income tax expense (benefit)  1,493   (8)  447   439   (603)  -   1,329   1,142  699  971  1,670  (658)  -  2,154 
                             

Operating net income (loss)

 $4,250  $(25) $1,276  $1,251  $(1,717) $-  $3,784  $3,252  $1,989  $2,759  $4,748  $(1,871) $-  $6,129 
                            

 

 

 

Three Months Ended March 31, 2020

  

Three Months Ended June 30, 2020

 

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

  

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

 
     

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

                  

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

             

Revenues

                                           
Investment banking $14,625  $-  $-  $-  $-  $-  $14,625  $21,595 $- $- $- $- $- $21,595 
Brokerage  4,187   -   -   -   -   -   4,187  5,645 - - - - - 5,645 
Asset management related fees  152   1,903   333   2,236   -   (45)  2,343  7 1,941 379 2,320 - (42) 2,285 
Principal transactions  -   -   81   81   -   -   81  458 - 1,809 1,809 - - 2,267 
Net dividend income  -   -   256   256   -   -   256  - - 49 49 - - 49 
Net interest income  -   -   458   458   -   -   458  - - 192 192 - - 192 
Gain on repurchase, reissuance or early retirement of debt  -   -   786   786   -   -   786 
Adjusted net revenues  18,964   1,903   1,914   3,817   -   (45)  22,736  27,705 1,941 2,429 4,370 - (42) 32,033 
                             

Non-interest expenses

  19,201   2,362   151   2,513   1,792   (45)  23,461   24,045   2,144   303   2,447   2,082   (42)  28,532 
                             

Operating pre-tax net income (loss)

  (237)  (459)  1,763   1,304   (1,792)  -   (725)  3,660   (203)  2,126   1,923   (2,082)  -   3,501 
                             

Income tax expense (benefit)

  (62)  (120)  459   339   (465)  -   (188)  951   (53)  553   500   (541)  -   910 
                             

Operating net income (loss)

 $(175) $(339) $1,304  $965  $(1,327) $-  $(537) $2,709  $(150) $1,573  $1,423  $(1,541) $-  $2,591 
                            

34

  

Six Months Ended June 30, 2021

 

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

 
      

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

             

Revenues

                            

Investment banking

 $65,282  $-  $-  $-  $-  $-  $65,282 

Brokerage

  9,296   -   -   -   -   -   9,296 

Asset management related fees

  114   13,802   843   14,645   -   (50)  14,709 

Principal transactions

  (277)  -   4,196   4,196   -   -   3,919 

Net interest income

  -   -   848   848   -   -   848 

Net dividend income

  -   -   215   215   -   -   215 

Adjusted net revenues

  74,415   13,802   6,102   19,904   -   (50)  94,269 
                             

Non-interest expenses

  64,278   11,147   649   11,796   4,849   (50)  80,873 
                             

Operating pre-tax net income (loss)

  10,137   2,655   5,453   8,108   (4,849)  -   13,396 
                             

Income tax expense (benefit)

  2,635   691   1,418   2,109   (1,261)  -   3,483 
                             

Operating net income (loss)

 $7,502  $1,964  $4,035  $5,999  $(3,588) $-  $9,913 

  

Six Months Ended June 30, 2020

 

(In thousands)

 

Broker-Dealer

  

Asset Management

  

Corporate Costs

  

Eliminations

  

Total Segments

 
      

Asset Management Fee Income

  

Investment Income

  

Total Asset Management

             

Revenues

                            

Investment banking

 $36,220  $-  $-  $-  $-  $-  $36,220 

Brokerage

  9,832   -   -   -   -   -   9,832 

Asset management related fees

  159   3,844   712   4,556   -   (87)  4,628 

Principal transactions

  487   -   1,861   1,861   -   -   2,348 

Net dividend income

  -   -   305   305   -   -   305 

Net interest income

  -   -   650   650   -   -   650 

Gain on repurchase, reissuance or early retirement of debt

  -   -   786   786   -   -   786 

Adjusted net revenues

  46,698   3,844   4,314   8,158   -   (87)  54,769 
                             

Non-interest expenses

  43,246   4,506   454   4,960   3,874   (87)  51,993 
                             

Operating pre-tax net income (loss)

  3,452   (662)  3,860   3,198   (3,874)  -   2,776 
                             

Income tax expense (benefit)

  889   (173)  1,012   839   (1,007)  -   721 
                             

Operating net income (loss)

 $2,563  $(489) $2,848  $2,359  $(2,867) $-  $2,055 

 


 

The following table reconciles consolidated net income (loss) attributable to JMP Group LLC to total Operating Net Income (Loss) for the three and six months ended March 31,June 30, 2021 and 2020.

 

(In thousands)

 

Three Months Ended March 31,

  

Three Months Ended June 30,

 
 

2021

  

2020

  

2021

  

2020

 

Consolidated net income (loss) attributable to JMP Group LLC

 $1,089  $(11,748) $3,628  $1,124 
Income tax expense (benefit)  379   (7,239)  1,307  176 

Consolidated pre-tax net income (loss) attributable to JMP Group LLC

 $1,468  $(18,987) $4,935  $1,300 

Addback (subtract)

        

Subtract (addback)

     
Share-based awards and deferred compensation  521   (546) 225 130 
Early retirement/repurchase of debt  (288)  (89) (271) - 
Impairment – CLO equity  (4,587)  (13,523) (3,711) (1,013)
Unrealized loss – real estate-related depreciation and amortization  (371)  (338) (492) (516)
Unrealized mark-to-market loss -strategic equity investments  1,080   (3,766)  901  (802)
Total Consolidation Adjustments and Reconciling Items  (3,645)  (18,262)  (3,348)  (2,201)

Total segments operating pre-tax net income (loss)

 $5,113  $(725) $8,283  $3,501 
         
Subtract (addback) segment income tax expense (benefit)  1,329   (188)  2,154  910 

Operating Net Income (Loss)

 $3,784  $(537) $6,129  $2,591 

(In thousands)

 

Six Months Ended June 30,

 
  

2021

  

2020

 

Consolidated net income (loss) attributable to JMP Group LLC

 $4,717  $(10,625)

Income tax expense (benefit)

  1,686   (7,063)

Consolidated pre-tax net income (loss) attributable to JMP Group LLC

 $6,403  $(17,688)

Subtract (addback)

        

Share-based awards and deferred compensation

  746   (416)

Early retirement/repurchase of debt

  (559)  (89)

Impairment – CLO equity

  (8,298)  (14,537)

Unrealized loss – real estate-related depreciation and amortization

  (863)  (854)

Unrealized mark-to-market loss -strategic equity investments

  1,981   (4,568)

Total Consolidation Adjustments and Reconciling Items

  (6,993)  (20,464)

Total segments operating pre-tax net income (loss)

 $13,396  $2,776 
         

Subtract (addback) segment income tax expense (benefit)

  3,483   722 

Operating Net Income (Loss)

 $9,913  $2,055 

 

3136

 

Three Months Ended March 31,June 30, 2021 Compared to Three Months Ended March 31,June 30, 2020

 

Revenues

 

Investment Banking

 

Investment banking revenues, earned in our Broker-Dealer segment, increased$17.9 $11.1 million, or 122.7%51.5%, from $14.6$21.6 million for the quarter ended March 31,June 30, 2020 to $32.6$32.7 million for the same period in 2021.2021. As a percentage of total net revenues after provision for loan losses, investment banking revenues decreased from 277.7%72.0% for the quarter ended March 31,June 30, 2020 to 84.6%67.5% for the quarter ended March 31,June 30, 2021. On an operating basis, investment banking revenues were 77.1%62.9% and 64.3%67.4% for the quarters ended March 31,June 30, 2021 and 2020, respectively, as a percentage of adjusted net revenues.

 

(Dollars in thousands)

 

Three Months Ended March 31,

  

Change from 2021 to 2020

  

Three Months Ended June 30,

  

Change from 2021 to 2020

 
 

2021

  

2020

              

2021

 

2020

         
 

Count

  

Revenues

  

Count

  

Revenues

  

Count

  $  

%

  

Count

  

Revenues

  

Count

  

Revenues

  

Count

  

$

  

%

 

Equity and debt origination

  41  $25,670   17  $8,556   24  $17,114   200.0% 34  $16,946  22  $14,569  12  $2,377  16.3%

Strategic advisory and private placements

  6   6,900   4   6,069   2  $831   13.7%  11   15,767   5   7,026   6  $8,741   124.4%

Total

  47  $32,570   21  $14,625   26  $17,945   122.7%  45  $32,713   27  $21,594.52   18  $11,118   51.5%

 

The increase in revenues was driven by a 200%124.4%  increase in equity and debt origination revenues as JMP executed 41 deals in the three months ended  March 31, 2021 compared to 17 for the same period in 2020, in addition to a 13.7% increase in strategicStrategic advisory and private placements revenues. The as the number of transactions in which we acted as a bookrunning manager was five4 in the three months ended  June 30, 2021 compared to zero for the quarter ended June 30, 2020in addition to a 16.3% increase in Equity and twodebt origination revenues. JMP executed 34 and 22 deals for the quarters ended March 31,June 30, 2021 and 2020,, respectively.

 

Brokerage Revenues

 

Brokerage revenues earned in our Broker-Dealer segment increased $1.7decreased $2.3 million from $4.2$5.6 million for the quarter ended March 31,June 30, 2020 to $5.9$3.4 million for the quarter ended March 31, 2021.June 30, 2021. Brokerage revenues decreased as a percentage of total net revenues, from 79.5%18.8% for the quarter ended March 31,June 30, 2020 to 15.3%7.0% for the quarter ended March 31,June 30, 2021. On an operating basis, brokerage revenues were 14.0%6.5% and 18.4%17.6% for the quarters ended March 31,June 30, 2021 and 2020, respectively, as a percentage of adjusted net revenues.

 


 

Asset Management Fees

 

(In thousands)

 

Three Months Ended March 31,

  

Three Months Ended June 30,

 
 

2021

  

2020

  

2021

  

2020

 

Asset management related fees:

             

Fees reported as asset management fees

 $2,169  $1,716  $11,101  $1,712 

Fees reported as other income

  816   935  1,127  912 
Less: Non-controlling interests in HCAP Advisors  (463)  (308)

Less: Non-controlling interests

  (41)  (339)

Total segment asset management related fee revenues

 $2,522  $2,343  $12,187  $2,285 

 

Fees reported as asset management fees were $2.2$11.1 million and $1.7 million for the quarters ended March 31,June 30, 2021 and 2020,, respectively. As a percentage of total net revenues, asset management revenues decreasedincreased from 32.6%5.7% for the quarter ended March 31,June 30, 2020 to 5.6%22.9% for the quarter ended March 31,June 30, 2021,. predominantly due to an increase in incentive fees earned of $9.8 million.

 

Total segment asset management-related fees include base management fees and incentive fees from our assets under management, as well as other income from fee-sharing arrangements with, and fees earned to raise capital for, third-party or equity-method investment partnerships or funds. Total segment asset management-related fee revenues are reconciled to the GAAP measure, total asset management fee revenues, in the table above. We believe that presenting operating asset management-related fees is useful to investors as a means of assessing the performance of our combined asset management activities, including fundraising and other services for third parties. We also believe that asset management-related fee revenue is a more meaningful measure than standalone asset management fees as reported, because asset management-related fee revenues represent the combined impact of the various asset management activities on the Company’s total net revenues.

 

Total segment asset management related fee revenue increased $0.2$9.9 million from $2.3 million for the quarter ended March 31,June 30, 2020 to $2.5$12.2 million for the quarter ended March 31,June 30, 2021. On an operating basis, asset management related fee revenues were 6.0%23.4% and 10.3%7.1% for the quarters ended March 31,June 30, 2021 and 2020, respectively, as a percentage of total net revenues.

 

The following table presents a summary of the Companys client assets under management with respect to the assets managed by HCS, JMP Asset Management LLC (“JMPAM”), HCAP Advisors LLC (“HCAP Advisors”) and assets managed by sponsored funds:
 

(In thousands)

 

Client Assets Under Management at

  

Client Assets Under Management at

 
 

March 31,

  

December 31,

  

June 30,

 

December 31,

 
 

2021

  

2020

  

2021

  

2020

 

Client Assets Managed by HCS, JMPAM, and HCAP Advisors (1)

 $694,088  $659,695  $629,569  $659,695 

Client Assets Under Management by Sponsored Funds (2)

  4,825,139   4,933,913   3,403,166   4,933,913 
         

JMP Group LLC total client assets under management

 $5,519,227  $5,593,608  $4,032,735  $5,593,608 

 

(1)For HCS, JMPAM, and HCAP Advisors, client assets under management represent the net assets of such funds or the commitment amount. As of June 30, 2021, HCAP Advisors LLC no longer has assets under management.
(2)
Sponsored funds are third-party asset managers in which the Company owns an economic interest. As of June 30, 2021, Sponsored Funds no longer include CLOs and CLO warehouse assets managed by Medalist Partners Corporate Finance.

 

Principal Transactions

 

Principal transaction revenues increased $14.3 millionremained consistent from a loss of $17.5 millionbreak-even for the quarter ended March 31,June 30, 2020 to a loss of $3.2 millionbreak-even for the same period in 2021This increase was primarily driven by a $4.6 million impairment loss on CLO debt securities for the quarter ended March 31, 2021 compared to the loss for the quarter ended March 31, 2020 of $13.5 million.

 

Total segment principal transaction revenues increased from $0.1$2.3 million for the quarter ended March 31,June 30, 2020 to $0.7$3.3 million for the same period in 20212021. Total segment principal transaction revenues are a non-GAAP financial measure that aggregates our segment reported principal transaction revenues across each segment. The principal transaction revenues for both 2021 and 2020 were included in our Investment Income segment. Total segment principal transaction revenues are reconciled to the GAAP measure, total principal transaction revenues, in the table below. See the Operating Net Income section above for additional information on the adjustments made to arrive at the non-GAAP measure and why management believes that this non-GAAP number is useful and important to the users of these financial statements.

 

(In thousands)

 

Three Months Ended March 31,

  

Three Months Ended June 30,

 
 

2021

  

2020

  

2021

  

2020

 
         

Equity and other securities

 $(111) $(824) $957  $333 

Warrants and other investments

  264   907  2,296  1,414 

Investment partnerships

  513   (2)  -   520 

Total segment principal transaction revenues

  666   81  3,253  2,267 

Operating adjustment addbacks

  (3,877)  (17,633)  (3,302)  (2,315)

Total principal transaction revenues

 $(3,211) $(17,552) $(49) $(48)

 

On an operating basis, as a percentage of adjusted net revenues, principal transaction revenues increaseddecreased from 0.4%7.1% for the quarter ended March 31,June 30, 2020 to 1.6%6.2% for the quarter ended March 31,June 30, 2021.

 


 

Net Interest Income/Expense

 

Net interest income increased $0.1 million from $0.4$0.2 million for the quarter ended March 31,June 30, 2020 to $0.5$0.3 million for the quarter ended March 31, 2021June 30, 2021. As a percentage of total net revenues, net interest income was 8.2%0.6% for the quarter ended March 31,June 30, 2020 and 1.4%0.5% for the quarter ended March 31, 2021.June 30, 2021.

 

Total segment net interest income increased $0.1 million from $0.5$0.2 million for the quarter ended March 31,June 30, 2020 to $0.6$0.3 million for the quarter ended March 31,June 30, 2021. Net interest income is earned in our Investment Income segment. Total segment net interest income reflects the effective yield of the Company's ownership of subordinated notes in CLO III, CLO IV, and CLO V, net of bond interest expense. Total segment net interest income is reconciled to the GAAP measure, total net interest income, in the table above. As a percentage of total adjusted net revenues, net interest income was 2.0%0.6% for the quarter ended March 31,June 30, 2020 and 1.3%0.6% for the quarter ended March 31,June 30, 2021

 

Expenses

 

Non-Interest Expenses

 

Compensation and Benefits

 

Compensation and benefits, which includes employee payroll, taxes and benefits, performance-based cash bonus and commissions, as well as equity-based compensation to our employees and managing directors, increased $13.7$12.8 million, or 84.7%57.0%, from $16.2$22.4 million for the quarter ended March 31,June 30, 2020 to $29.9$35.1 million for the quarter ended March 31, 2021.June 30, 2021.

 

Compensation and benefits as a percentage of revenues decreased from 307.8%74.6% of total net revenues for the quarter ended March 31,June 30, 2020 to 77.8%72.5% for the quarter ended March 31,June 30, 2021.

 


 

Administration

 

Administration expense decreased $0.7increased $0.9 million from $2.2$1.1 million for the quarter ended March 31,June 30, 2020 to $1.5$1.9 million for the quarter ended March 31, 2021.June 30, 2021. As a percentage of total net revenues, administration expense was 3.9%4.0% and 42.2%3.6% for the quarters ended March 31,June 30, 2021 and 2020, respectively.

 

Travel and Business Development

 

Travel and business development expense was $0.1$0.2 million and $0.9$0.1 million for the quarters ended March 31,June 30, 2021 and 2020,, respectively. As a percentage of total net revenues, travel and business development expense was 0.2%0.4% and 17.5%0.2% for the quarters ended March 31,June 30, 2021 and 2020, respectively.

 

Communications and Technology

 

Communications and technology expense was $1.2 million and $1.1 million for both of the quarters ended March 31,June 30, 2021 and 2020. As a percentage of total net revenues, communications and technology expense was 2.9%2.4% and 21.4%3.6% for the quarters ended March 31,June 30, 2021 and 2020, respectively.

 

Occupancy

 

Occupancy expenses was $1.2 million for both of the quarters ended March 31,June 30, 2021 and 2020, respectively. As a percentage of total net revenues, occupancy expenses were 3.1%2.4% and 22.8%4.0% for the quarters ended March 31,June 30, 2021 and 2020,, respectively.

 

Provision for Income Taxes

 

Income tax expense was $0.4$1.3 million and $7.2$0.1 million benefit for the quarters ended March 31,June 30, 2021 and 2020, respectively. The Company's tax benefit deexpense increased for the quarter ended March 31,June 30, 2021 from March 31,June 30, 2020 due to an increase from net income from 2020 to 2021.income.

 

BeginningOn January 1, 2019, the Company elected to be treated as a C corporation for tax purposes, rather than a partnership, going forward.

 

For GAAP reporting purposes, the Company’s effective tax rate used for the interim periods is based on the estimated full-year income tax rate. The effective tax rate differs from the statutory rate primarily due to the net operating loss carryback that was created in prior year which was subsequently carried back to offset years with taxable income that was derived from a different corporate tax rate.

 

Segment income tax was a $1.3$2.2 million expense and $0.2$0.9 million benefitexpense for the quarters ended March 31,June 30, 2021 and 2020, respectively. 

 

For segment reporting purposes, an effective tax rate of 26% was assumed for the three months ended March 31,June 30, 2021 and 2020 based on our best estimation of the subsidiary’s average rate of taxation over the long term. 

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted in response to market conditions related to the coronavirus (COVID-19) pandemic. The CARES Act includes many measures to help companies, including changes that are temporary and non-income based tax laws, some of which were part of the Tax Cuts and Jobs Act (TCJA). The Company has made reasonable assessments in accounting for certain effects of the CARES Act that was passed. However, the provisional impacts may be refined over the prescribed measurement period.

 

The Company recognizes deferred tax assets and liabilities in accordance with ASC 740, Income Taxes, and are determined based upon the temporary differences between the financial reporting and tax basis of the Company’s assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse.

 

3540

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

Revenues

Investment Banking

Investment banking revenues, earned in our Broker-Dealer segment, increased $29.1 million, or 80.2%, from $36.2 million for the six months ended June 30, 2020 to $65.3 million for the same period in 2021. As a percentage of total net revenues after provision for loan losses, investment banking revenues decreased from 102.7% for the six months ended June 30, 2020 to 75.0% for the six months ended June 30, 2021. On an operating basis, investment banking revenues were 69.3% and 66.1% for the six months ended June 30, 2021 and 2020, respectively, as a percentage of adjusted net revenues.

(Dollars in thousands)

 

Six Months Ended June 30,

  

Change from 2021 to 2020

 
  

2021

  

2020

             
  

Count

  

Revenues

  

Count

  

Revenues

  

Count

  

$

  

%

 

Equity and debt origination

  75  $42,615   39  $23,125   36  $19,490   84.3%

Strategic advisory and private placements

  17   22,667   9   13,095   8  $9,572   73.1%

Total

  92  $65,282   48  $36,220   44  $29,062   80.2%

The increase in revenues was driven by an 84.3% increase in equity and debt origination revenues as JMP executed 75 deals in the six months ended June 30, 2021 compared to 39 for the same period in 2020, in addition to a 73.1% increase in strategic advisory and private placements revenues. The number of transactions in which we acted as a bookrunning manager was 9 and 2 for the six months ended June 30, 2021 and 2020, respectively.

Brokerage Revenues

Brokerage revenues earned in our Broker-Dealer segment decreased $0.5 million from $9.8 million for the six months ended June 30, 2020 to $9.3 million for the six months ended June 30, 2021. Brokerage revenues decreased as a percentage of total net revenues, from 18.8% for the six months endedJune 30, 2020 to 7.0% for the six months ended June 30, 2021. On an operating basis, brokerage revenues were 9.9% and 18.0% for the six months ended June 30, 2021 and 2020, respectively, as a percentage of adjusted net revenues.


Asset Management Fees

(In thousands)

 

Six Months Ended June 30,

 
  

2021

  

2020

 

Asset management related fees:

        

Fees reported as asset management fees

 $13,270  $3,428 

Fees reported as other income

  1,943   1,847 

Less: Non-controlling interests in asset management related fee revenues

  504   647 

Total segment asset management related fee revenues

 $15,717  $5,922 

Fees reported as asset management fees were $13.3 million and $3.4 million for the six months ended June 30, 2021 and 2020, respectively. As a percentage of total net revenues, asset management revenues increased from 9.7% for the six months ended June 30, 2020 to 15.3% for the six months ended June 30, 2021 due to an increase of incentive fees earned of $9.8 million. 

Total segment asset management-related fees include base management fees and incentive fees from our assets under management, as well as other income from fee-sharing arrangements with, and fees earned to raise capital for, third-party or equity-method investment partnerships or funds. Total segment asset management-related fee revenues are reconciled to the GAAP measure, total asset management fee revenues, in the table above. We believe that presenting operating asset management-related fees is useful to investors as a means of assessing the performance of our combined asset management activities, including fundraising and other services for third parties. We also believe that asset management-related fee revenue is a more meaningful measure than standalone asset management fees as reported, because asset management-related fee revenues represent the combined impact of the various asset management activities on the Company’s total net revenues.

Total segment asset management related fee revenue increased $9.8 million from $5.9 million for the six months ended June 30, 2020 to $15.7 million for the six months ended June 30, 2021. On an operating basis, asset management related fee revenues were 15.6% and 8.5% for the six months ended June 30, 2021 and 2020, respectively, as a percentage of total net revenues.

Principal Transactions

Principal transaction revenues increased $14.3 million from a loss of $17.6 million for the six months ended June 30, 2020 to a loss of $3.3 million for the same period in 2021. This increase was primarily driven by a $8.3 million impairment loss on CLO debt securities for the six months ended June 30, 2021 compared to the loss for the six months ended June 30, 2020 of $14.5 million.

Total segment principal transaction revenues increased from $2.3 million for the six months ended June 30, 2020 to $3.9 million for the same period in 2021. Total segment principal transaction revenues are a non-GAAP financial measure that aggregates our segment reported principal transaction revenues across each segment. The principal transaction revenues for both 2021 and 2020 were included in our Investment Income segment. Total segment principal transaction revenues are reconciled to the GAAP measure, total principal transaction revenues, in the table below. See the Operating Net Income section above for additional information on the adjustments made to arrive at the non-GAAP measure and why management believes that this non-GAAP number is useful and important to the users of these financial statements.

(In thousands)

 

Six Months Ended June 30,

 
  

2021

  

2020

 
         

Equity and other securities

 $847  $(491)

Warrants and other investments

  2,559   2,321 

Investment partnerships

  513   518 

Total segment principal transaction revenues

  3,919   2,348 

Operating adjustment addbacks

  (7,179)  (19,948)

Total principal transaction revenues

 $(3,260) $(17,600)

On an operating basis, as a percentage of adjusted net revenues, principal transaction revenues decreased from 4.3% for the six months ended June 30, 2020 to 4.2% for the six months ended June 30, 2021.


Net Interest Income/Expense

Net interest income increased $0.2 million from $0.6 million for the six months ended June 30, 2020 to $0.8 million for the six months ended June 30, 2021 As a percentage of total net revenues, net interest income was 1.7% for the six months ended June 30, 2020 and 0.9% for the six months ended June 30, 2021.

Total segment net interest income increased $0.2 million from $0.7 million for the six months ended June 30, 2020 to $0.8 million for the six months ended June 30, 2021. Net interest income is earned in our Investment Income segment. Total segment net interest income reflects the effective yield of the Company's ownership of subordinated notes in CLO III, CLO IV, and CLO V, net of bond interest expense. Total segment net interest income is reconciled to the GAAP measure, total net interest income, in the table above. As a percentage of total adjusted net revenues, net interest income was 0.9% for the six months endedJune 30, 2020 and 0.9% for the six months ended June 30, 2021

Expenses

Non-Interest Expenses

Compensation and Benefits

Compensation and benefits, which includes employee payroll, taxes and benefits, performance-based cash bonus and commissions, as well as equity-based compensation to our employees and managing directors, increased $26.5 million, or 68.6%, from $38.6 million for the six months ended June 30, 2020 to $65.1 million for the six months ended June 30, 2021.

Compensation and benefits as a percentage of revenues decreased from 109.5% of total net revenues for the six months ended June 30, 2020 to 74.8% for the six months ended June 30, 2021.

Administration

Administration expense increased $0.1 million from $3.3 million for the six months ended June 30, 2020 to $3.4 million for the six months ended June 30, 2021. As a percentage of total net revenues, administration expense was 3.9% and 9.3% for the six months ended June 30, 2021 and 2020, respectively.

Travel and Business Development

Travel and business development expense was $1.0 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. As a percentage of total net revenues, travel and business development expense was 0.3% and 2.8% for the six months ended June 30, 2021 and 2020, respectively.

Communications and Technology

Communications and technology expense was $2.3 million and $2.2 million for thesix months ended June 30, 2021 and 2020, respectively. As a percentage of total net revenues, communications and technology expense was 2.6% and 6.3% for the six months ended June 30, 2021 and 2020, respectively.

Occupancy

Occupancy expenses was $2.4 million for both of the six months ended June 30, 2021 and 2020, respectively. As a percentage of total net revenues, occupancy expenses were 2.7% and 6.8% for the six months ended June 30, 2021 and 2020, respectively.

Provision for Income Taxes

Income tax expense was $1.7 million and $7.1 million benefit for the six months ended June 30, 2021 and 2020, respectively. The Company's tax benefit decreased for the six months ended June 30, 2021 from June 30, 2020 due to an increase from net income.

On January 1, 2019, the Company elected to be treated as a C corporation for tax purposes, rather than a partnership, going forward.

For GAAP reporting purposes, the Company’s effective tax rate used for the interim periods is based on the estimated full-year income tax rate. The effective tax rate differs from the statutory rate primarily due to the net operating loss carryback that was created in prior year which was subsequently carried back to offset years with taxable income that was derived from a different corporate tax rate.

Segment income tax was a $3.5 million expense and $0.7 million expense for the six months ended June 30, 2021 and 2020, respectively. 

For segment reporting purposes, an effective tax rate of 26% was assumed for the six months ended June 30, 2021 and 2020 based on our best estimation of the subsidiary’s average rate of taxation over the long term. 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted in response to market conditions related to the coronavirus (COVID-19) pandemic. The CARES Act includes many measures to help companies, including changes that are temporary and non-income based tax laws, some of which were part of the Tax Cuts and Jobs Act (TCJA). The Company has made reasonable assessments in accounting for certain effects of the CARES Act that was passed. However, the provisional impacts may be refined over the prescribed measurement period.

The Company recognizes deferred tax assets and liabilities in accordance with ASC 740, Income Taxes, and are determined based upon the temporary differences between the financial reporting and tax basis of the Company’s assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse.

43

 

Summarized Financial Information 

 

JMP Group Inc., a wholly-owned subsidiary of JMP Group LLC, is the primary obligor of the Company’s 7.25% Senior Notes due 2027 (the “2027 Senior Notes”) (see Note 7, Debt). Pursuant to the indenture of the 2027 Senior Notes, JMP Group LLC and JMP Investment Holdings LLC (the “Guarantors”) are the guarantors of the 2027 Senior Notes. The Guarantors jointly and severally provide a full and unconditional guarantee of the due and punctual payment of the principal and interest on the 2027 Senior Notes and the due and punctual payment or performance of all other obligations of JMP Group Inc. under the indenture governing the 2027 Senior Notes.

 

The following summarized financial information presents the information of JMP Group LLC, JMP Investment Holdings LLC and JMP Group Inc. on a combined basis and eliminates intercompany balances. It does not include or present investments in subsidiaries that are not an issuer or guarantor. One of the non-guarantor subsidiaries not combined, JMP Securities, is subject to certain regulations, which require the maintenance of minimum net capital. This requirement may limit the issuer’s access to this subsidiary’s assets.

 

These disclosures are in accordance with the new disclosure requirements under SEC Regulation S-X Rule 3-10 and Rule 13-02 issued in March 2020. The amended financial disclosures will consist of summarized financial information, as defined in Rule 1-02(bb)(1) of Regulation S-X, of the issuers and guarantors, which may be presented on a combined basis, and reduce the number of periods presented. The amended non-financial disclosures, among other matters, will expand the qualitative disclosures about the guarantees and the issuers and guarantors. Consistent with the existing rule, disclosure of additional information about each guarantor will be required if it would be material for investors to evaluate the sufficiency of the guarantee. We have early adopted these disclosure rules.

 

The tables below present summarized financial information as of March 31,June 30, 2021 and December 31, 2020 and for the threesix months ended March 31, 2021.June 30, 2021.

 

(In thousands)

 

As of

  

As of

 
 

March 31,

  

December 31,

  

June 30,

 

December 31,

 
 

2021

  

2020

  

2021

  

2020

 
         

Cash and cash equivalents

 $8,800  $8,761  $14,141  $8,761 
Marketable securities owned, at fair value  26,036   26,843  17,557 26,843 
Due from non-obligated subsidiaries  2,406   1,221  2,224 1,221 
Deferred tax asset  15,696   15,911  14,329 15,911 
Operating lease right-of-use asset  15,353   16,244  14,449 16,244 
Total assets  81,162   82,901  76,311 82,901 
         
Bond payable, net of debt issuance costs  71,289   80,912  61,834 80,912 
Due to non-obligated subsidiaries  17,826   19,200  17,639 19,200 
Operating lease liability  19,997   21,130  18,849 21,130 
Total liabilities  123,643   134,778  112,881 134,778 
Total equity  (42,481)  (51,877) (36,571) (51,877)
Total liabilities and equity  81,162   82,901  76,311 82,901 

 

(In thousands)

 

Three Months Ended

  

Six Months Ended

 
 

March 31, 2021

  

June 30, 2021

 
     

Total net revenues after provision for loan losses

 $(3,564) $(3,477)

Total non-interest expenses

  2,533  2,727 

Net loss

  (4,467) (5,827)

 

3644

 

Financial Condition, Liquidity and Capital Resources

 

In the section that follows, we discuss the significant changes in the components of our balance sheet, cash flows and capital resources and liquidity for the threesix months ended March 31,June 30, 2021 to demonstrate where our capital is invested and the financial condition of the Company.

 

Overview 

 

As a result of the ongoing COVID-19 pandemic, we expected certain costs to decline as the underlying activities were restricted by the COVID-19 pandemic, including travel and related expenses. However, the extent to which the COVID-19 pandemic will impact our liquidity in future periods still remains uncertain.

 

As of March 31,June 30, 2021,, we had $61.2 $87.0 million in cash and cash equivalents andand $17.9 million in undrawn borrowing capacity on our revolving line of credit (some of which borrowing capacity may be used for working capital – See the section entitled JMP Holding LLC Credit Agreement with CNB, below). Based on our historical results, management's experience and our current business strategy, we believe that our existing cash resources and available credit will be sufficient to meet anticipated working capital and capital expenditure requirements for at least the next twelve months.

 

As of March 31,June 30, 2021, we had net liquid assets of $110.7$103.5 million primarily consisting of cash and cash equivalents, receivable from clearing brokers, marketable securities owned, and investment banking receivables, net of marketable securities sold but not yet purchased and accrued compensation. We have satisfied our capital and liquidity requirements primarily through the issuance of the Senior Notes, draws on a line of credit, and internally generated cash from operations. Most of our financial instruments, other than loans held for investment and certain marketable securities, are recorded at fair value or amounts that approximate fair value.

 

Liquidity Considerations
 

As of March 31,June 30, 2021,, our material indebtedness consisted of our then outstanding Senior Notes and borrowing on our revolving line of credit with City National Bank (“CNB”) under the Credit Agreement described below.

 

Senior Notes

 

In November 2017, JMP Group Inc. raised $50.0 million from the issuance of 7.25% Senior Notes (“2027 Senior Notes”). The 2027 Senior Notes will mature on November 15, 2027 and may be redeemed in whole or in part at any time or from time to time at JMP Group Inc.’s option on or after November 28, 2020 at a redemption price equal to the principal amount redeemed plus accrued and unpaid interest. The 2027 Senior Notes bear interest at a rate of 7.25% per year, payable quarterly on February 15, May 15, August 15 and November 15 of each year. Pursuant to the indenture of the 2027 Senior Notes, JMP Group LLC and JMP Investment Holdings LLC (the “Guarantors”) are the guarantors of the 2027 Senior Notes. The Guarantors jointly and severally provide a full and unconditional guarantee of the due and punctual payment of the principal and interest on the 2027 Senior Notes and the due and punctual payment or performance of all other obligations of JMP Group Inc. under the indenture governing the 2027 Senior Notes.

 

In September 2019, JMP Group LLC raised $36.0 million from the issuance of 6.875% Senior Notes (“2029 Senior Notes”). The 2029 Senior Notes will mature on September 30, 2029 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after September 30, 2021 at a redemption price equal to the principal amount redeemed plus accrued and unpaid interest. The 2029 Senior Notes bear interest at a rate of 6.875% per year, payable quarterly on March 30, June 30, September 30, and December 30 of each year.

 

In March 2020, the Company repurchased $1.4 million and $0.7 million par value of its issued and outstanding 2029 Senior Notes and 2027 Senior Notes, respectively. Since they were repurchased at less than carrying value, a gain of $0.7 million was recognized upon the repurchase of the bonds, which has been included in the Consolidated Statements of Operations, gain on repurchase, reissuance or early retirement of debt.

 

In February and June of 2021, the Company redeemed $10.0 million par value in each month of its issued and outstanding 2027 Senior Notes.

On July 19, 2021, the Company redeemed $15.0 million par value of its issued and outstanding 2027 Senior Notes. The Company recognized a $0.4 million loss on the redemption.

 

JMP Holding LLC Credit Agreement with CNB

 

JMP Holding LLC (the “Borrower”), a wholly owned subsidiary of the Company, entered into a Second Amended and Restated Credit Agreement dated April 30, 2014 among the Borrower, the lenders from time to time party thereto (the “Lenders”) and CNB, as administrative agent for the Lenders (as amended, the “Credit Agreement”).

 

On December 31, 2020, the Borrower entered into an Amendment Number Eight (the “Eighth Amendment”) to that certain Second Amended and Restated Credit Agreement dated April 30, 2014 among the Borrower, the Lenders and CNB. The Eighth Amendment extended the outside maturity date of the Revolving Loan under the Credit Facility from December 31, 2020 to December 31, 2022 and removed the mechanism whereby the Revolving Loan would convert into a term loan for 12 months after the revolving period ends. The Eighth Amendment amended certain financial covenants and introduced a definition of “Borrowing Base”, which is a sum of certain assets of the Loan Parties, and added a provision that caps the total amount that can be borrowed under the Revolving Loan to the amount of the Borrowing Base if the Borrowing Base is lower than the Maximum Revolver Amount of $25 million. As of March 31,June 30, 2021,, the Borrowing Base exceeded $25 million.

 

The Credit Agreement provides a $25.0 million revolving line of credit (the “Revolver”) through December 31, 2022 that bears interest at a rate of LIBOR plus 225 bps.

 

The Credit Agreement provides that the Revolver may be used, on a revolving basis, to fund specified permitted investments in collateralized loan obligation vehicles. In addition, up to $5.0 million of the Revolver may be used, on a revolving basis, to fund other types of permitted investments and acquisitions and for working capital.

 

As of March 31,June 30, 2021, the Borrower had drawn $6.0 million against the Revolver and had letters of credit outstanding under this facility to support office lease obligations of approximately $1.1 million in the aggregate.

 

The Credit Agreement contains financial and other covenants, including, but not limited to, limitations on debt, liens and investments, as well as the maintenance of certain financial covenants. The Credit Agreement also includes an event of default for a “change of control” that tests, in part, the composition of our ownership and an event of default if three or more of the members of the Company’s executive committee fail to be involved actively on an ongoing basis in the management of the Company or any of its subsidiaries. A violation of any one of these covenants could result in a default under the Credit Agreement, which would permit CNB to terminate our Revolver or Converted Term Loan and require the immediate repayment of any outstanding principal and interest. In addition, our subsidiaries are restricted under the Credit Agreement under certain circumstances from making distributions to us if an event of default has occurred under the Credit Agreement.

 

As of March 31,June 30, 2021 and December 31, 2020,, we were in compliance with the loan covenants under the Credit Agreement.

 

The Borrower’s obligations under the Credit Agreement are guaranteed by all of the Company’s other wholly owned subsidiaries (other than JMP Securities and certain dormant subsidiaries) and are secured by substantially all of its and the guarantors’ assets. In addition, we have entered into a limited recourse pledge agreement with CNB whereby JMP Group LLC granted a lien on the equity interests in JMP Investment Holdings LLC and JMPAM to secure the Borrower’s obligations under the Credit Agreement. In July 2020, the Company entered into a Seventh Amendment to its Credit Facility with CNB, that among other things, requires the Company maintain a minimum of $6.0 million of CLO debt securities, based on their fair value as of June 30, 2020 pledged as collateral supporting the obligations under the Credit Agreement.

With the liquidation of CLO III, on August 4, 2021, the Company entered into a Ninth Amendment to its Credit Facility with CNB that restated the agreement to require the Company to maintain a minimum of $4.0 million of CLO debt securities based on their fair value as of June 30, 2020, pledged as collateral supporting the obligations under the Credit Agreement. See Note 9,7, Debt, for more information on the Seventh and Ninth Amendments. See Note 7, LoansDebt, for more information on the Seventh Amendment.

 

3745

 

JMP Securities LLC Revolving Note Agreement with CNB

 

Under a Revolving Note and Cash Subordination Agreement (as amended, the “Revolving Note Agreement”) and related Revolving Note (as amended, the “Revolving Note”), each dated April 8, 2011, JMP Securities holds a $20.0 million revolving line of credit with CNB to be used for regulatory capital purposes in connection with its securities underwriting activities. Advances under the Revolving Note Agreement bear interest at CNB’s announced prime interest rate.rate. The unused portion of the line bears interest at the rate of 0.25% per annum, paid monthly.

 

On June 29, 2020,2021, JMP Securities entered Amendment Number ElevenTwelve to the Revolving Note Agreement. Pursuant to this amendment, the $20.0 million Revolving Note Agreement was extended for one year until June 30, 2021.2022. On June 30, 2021,2022, any existing outstanding amount under the Revolving Note will convert to a term loan maturing the following year.

 

There was no borrowing on the Revolving Note as of March 31,June 30, 2021 and December 31, 2020.2020.

 

The Revolving Note Agreement contains financial and other covenants. A violation of any one of these covenants could result in a default under the Revolving Note, which would permit CNB to terminate the Revolving Note and require the immediate repayment of any outstanding principal and interest, subject to the terms of the Revolving Note Agreement.

 

At both March 31,June 30, 2021 and December 31, 2020,, JMP Securities was in compliance with the loan covenants under the Revolving Note Agreement.

 

JMP Securities’ obligations under the Revolving Note Agreement are guaranteed by all of the Company’s wholly owned subsidiaries (other than JMP Securities) and are secured by substantially all the guarantors’ assets.

 

Other JMP Group LLC considerations 

 

On February 24, 2020 the Company launched a self-tender offer (the “2020 Tender Offer”) to repurchase for cash up to 3,000,000 of shares, at $3.25 a share, representing limited liability company interests of the Company, which was terminated on March 19, 2020 as a result of multiple conditions to the 2020 Tender Offer, including share price and market index conditions, not having been satisfied.

 

During the three months ended March 31,June 30, 2021,, the Company did not repurchase any of the Company's shares.

 

On February 19, 2020, the Company suspended its quarterly cash distributions program on outstanding shares.

 

Upon the securitization of Medalist Partners Corporate Finance CLO VI in February 2020, the Company received $13.7 million in cash from the CLO VI warehouse and recognized a gain of $1.0 million.

 

We had total restricted cash of $0.7$0.8 million comprised primarily of restricted cash at JMP Group Inc. related to the Companys letters of credit on leasing arrangements.

 

The timing of bonus compensation payments to our employees may significantly affect our cash position and liquidity from period to period. While our employees and managing directors are generally paid semi-monthly during the year, bonus compensation, which makes up a larger portion of total compensation, is generally paid once a year during the first two months of the following year. In the first two months of 2021, we paid out $44.5million of cash bonuses for 2020, including employer payroll tax expense. In the first two months of 2020, we paid out $26.9 million of cash bonuses for 2019, including employer payroll tax expense.

 

Because of the nature of our investment banking and sales and trading businesses, liquidity is important to us. Accordingly, we regularly monitor our liquidity position, including our cash and net capital positions. We believe that our available liquidity and current level of equity capital, combined with the funds anticipated to be provided by our operating activities, will be adequate to meet our liquidity and regulatory capital requirements for at least the next twelve months. If circumstances required it, we could improve our liquidity position by discontinuing repurchases of the Company’s common shares, halting cash distributions on our common shares and reducing cash bonus compensation paid.

 

JMP Securities, our wholly-owned subsidiary and a registered securities broker-dealer, is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital, as defined, and requires that the ratio of aggregate indebtedness to net capital, both as defined under the Exchange Act, shall not exceed 15 to 1. JMP Securities had net capital of $26.4$40.3 million and $42.3 million, which were $24.9$38.7 million and $40.6 million in excess of the required net capital of $1.5$1.6 million and $1.7 million, at March 31,June 30, 2021 and December 31, 2020, respectively. JMP Securities’ ratio of aggregate indebtedness to net capital was 0.86 to 1 and 0.62 to 1 at March 31,June 30, 2021 and December, 31, 2020, respectively.2020.

 


 

A condensed table of cash flows for the threesix months ended March 31,June 30, 2021 and 2020 is presented below.

 

(Dollars in thousands)

 

Three Months Ended March 31,

  

Change from 2020 to 2021

  

Six Months Ended June 30,

  

Change from 2020 to 2021

 
 

2021

  

2020

  $  

%

  

2021

  

2020

  

$

  

%

 

Cash flows used in operating activities

 $(20,331) $(23,243)  2,912   -12.5%

Cash flows provided by (used in) operating activities

 $10,041 $(18,074) 28,115 -155.6%
Cash flows provided by investing activities  155  $13,423   (13,268)  -98.8% 5,701 $13,388 (7,687) -57.4%
Cash flows used in financing activities  (10,058) $(1,375)  (8,683)  631.5%

Cash flows (used in) provided by financing activities

  (20,199) $2,275  (22,474)  -987.9%

Total cash flows

 $(30,234) $(11,195) $(19,039)  170.1% $(4,457) $(2,411) $(2,046)  84.9%

 

Cash Flows for the ThreeSix Months Ended March 31,June 30, 2021

 

Cash decreased by $30.2$4.5 million during the threesix months ended March 31,June 30, 2021 as a result of cash used in operating activities and financing activities partially offset by cash provided by investing and operating activities.

 

Our operating activities used $20.3provided $10.0 million of cash from net income of $1.2$4.8 million, adjusted for cash used bychange in operating assets and liabilities of $23.0$3.7 million and deferred income tax expense of $1.7 million. 

 

Our investing activities provided $0.1$5.7 million of cash primary due to $0.9$6.8 million of sales and distributions from non-equity method investments, partially offset by $0.8$1.5 million of purchases of other investments.

 

Our financing activities used $10.0$20.2 million of cash primarily due to $10$20 million in repurchaseredemption of bonds payable.

 

Cash Flows for the ThreeSix Months Ended March 31,June 30, 2020

 

Cash decreased by $11.2$2.4 million during the threesix months ended March 31,June 30, 2020 as a result of cash used in operating and financing activities, partially offset by cash provided by investing and financing activities.

 

Our operating activities used $23.2$18.1 million of cash from a net loss of $11.8$10.7 million, adjusted for the cash used on the gain on other investments, and cash used by operating assets and liabilities of $11.2$7.1 million. The cash used by the change in operating assets and liabilities was primarily due to a decrease in accrued compensation of $24.7$13.8 million, increase in other assets of $5.9$5.3 million, increase of $3.8 million in receivables, decrease of $1.9 million in other liabilities, and $1.4 million increase in marketable securities sold but not yet repurchased, partially offset by an $18.8 million decrease in marketable securities, and a $3.3 million decrease in receivables.securities.

 

Our investing activities provided $13.4 million of cash primarily due to a $13.7$13.8 million in sales from othernon-equity method investments.

 

Our financing activities used $1.4provided $2.3 million of cash primarily due to $1.3$3.8 million proceeds from PPP loans, partially offset by $1.4 million in repurchase of bonds payable.

 

Contractual Obligations

 

As of March 31,June 30, 2021, our aggregate minimum future commitment on our leases was $22.4 million. was$21 million. 

 

As of March 31,June 30, 2021, $76.0$66.0 million of bonds payable were outstanding, of which $36.0 million carries interest at a rate of 6.875% per annum and is due in 2029 and the remaining $40.00$30.00 million carries interest at a rate of 7.25% per annum and is due in 2027. The bonds require quarterly payments of interest. Our remaining contractual obligations have not materially changed from those reported in our Annual Report.

 


 

Off-Balance Sheet Arrangements

 

Unfunded commitments are agreements to lend to a borrower, provided that all conditions have been met. The Company had no material unfunded commitments to lend at both March 31,June 30, 2021 and 2020.

 

We had no material off-balance sheet arrangements as of March 31,June 30, 2021. However, through indemnification provisions in our clearing agreements with our clearing brokers, customer activities may expose us to off-balance sheet credit risk, which we seek to mitigate through customer screening and collateral requirements. 

 

Critical Accounting Policies and Estimates

 

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and of revenues and expenses during the reporting periods. We base our estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. The use of different estimates and assumptions could produce materially different results. For example, if factors such as those described under the caption “Risk Factors” in our Annual Report cause actual events to differ from the assumptions we used in applying the accounting policies, our results of operations, financial condition and liquidity could be adversely affected.

 

On an ongoing basis, we evaluate our estimates and assumptions, particularly as they relate to accounting policies that we believe are most important to the presentation of our financial condition and results of operations. We regard an accounting estimate or assumption to be most important to the presentation of our financial condition and results of operations where:

 

 

the nature of the estimates or assumptions is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

 

 

the impact of the estimates or assumptions on our financial condition or operating performance is material.

 

Using the foregoing criteria, we consider the following to be our critical accounting policies:

 

 

Valuation of Financial Instruments

 

CLO Debt Securities

Asset Management Investment Partnerships

 

CLO Debt SecuritiesLegal and Other Contingent Liabilities

 

Asset Management Investment Partnerships

Legal and Other Contingent Liabilities

 

Income Taxes

 

Our significant accounting policies are described further in the “Critical Accounting Policies and Estimates” section and Note 2 - Summary of Significant Accounting Policies in these financial statements and our consolidated financial statements in our Annual Report.

 


 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.

 

ITEM 4.

Controls and Procedures

 

 

(a)

Disclosure Controls and Procedures

 

Our management, with the participation of the Chairman and Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chairman and Chief Executive Officer and Chief Financial Officer, as principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period covered by this report, our disclosure controls and procedures are effective.

 

 

(b)

 Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 


 

PART II—OTHER INFORMATION

 

ITEM 1.

Legal Proceedings

 

We are involved in a number of judicial, regulatory and arbitration matters arising in connection with our business. The outcome of matters we have been and currently are involved in cannot be determined at this time, and the results cannot be predicted with certainty. There can be no assurance that these matters will not have a material adverse effect on our results of operations in any future period and a significant judgment could have a material adverse impact on our financial condition, results of operations and cash flows. We may in the future become involved in additional litigation in the ordinary course of our business, including litigation that could be material to our business. Management, after consultation with legal counsel, believes that, except as described below, the currently known actions or threats against us will not result in any material adverse effect on our financial condition, results of operations or cash flows.

 

ITEM 1A.

Risk Factors

 

In addition to the other information set forth in this report, you should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition, or future results set forth under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 29, 2021.

 

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K, although we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 


 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

During the quarter ended March 31,June 30, 2021,, no purchases of the Company’s shares was made by or on behalf of JMP Group LLC. As of March 31,June 30, 2021,, there were no shares available to be repurchased as part of publicly announced programs or plans.

 

ITEM 3.

Defaults Upon Senior Securities

 

None.

 

ITEM 4.

Mine Safety Disclosures

 

 Not Applicable.

 

ITEM 5.

Other Information

 

 None.

 

ITEM 6.

Exhibits

 


 

EXHIBIT INDEX
 
 

Exhibit

Number

 

Description

10.1*Amendment Number Twelve to Revolving Note and Cash Subordination Agreement & Revolving Note, dated June 29, 2021, by and between JMP Securities LLC and City National Bank, a national banking association.
10.2*Amendment Number Nine and Waiver to Second Amended and Restated Credit Agreement, dated as of August 4, 2021, by and between JMP Holding LLC, as Borrower, the lenders party thereto and City National Bank, a national banking association, as the administrative agent for the lenders.
  
31.1* Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2* Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   

101.INS*

 

Inline XBRL Instance Document

   

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

   

101.CAL*

 

Inline XBRL Taxonomy Calculation Linkbase Document

   

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Document

   

101.LAB*

 

Inline XBRL Taxonomy Label Linkbase Document

   

101.PRE*

 

Inline XBRL Taxonomy Presentation Linkbase Document

   

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

_________

*Filed herewith

** Furnished, not filed

 


 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: May 11,August 10, 2021
 
 

JMP Group LLC

By:

/s/  JOSEPH A. JOLSON 

Name:

Joseph A. Jolson

Title:

Chairman and Chief Executive Officer

   
 

By:

 

/s/  JOSEPH A. JOLSON RAYMOND S. JACKSON

 

Name:

 

Joseph A. JolsonRaymond S. Jackson

 

Title:

 

Chairman and Chief Executive Officer

By:

/s/  RAYMOND S. JACKSON

Name:

Raymond S. Jackson

Title:

Chief Financial Officer

 

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