Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | MORGAN GROUP HOLDING CO |
Entity Central Index Key | 0001162283 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | true |
Document Type | S-1/A |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Q1) UNAUDITED - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | |||||
Cash and cash equivalents | $ 5,668,869 | $ 6,587,097 | $ 9,506,587 | $ 11,330,705 | |
Receivables from brokers and clearing organizations | 299,210 | 808,686 | 194,676 | ||
Receivables from affiliates | 171,981 | 30,625 | 19,199 | ||
Deposits with clearing organizations | 200,000 | 200,000 | 200,000 | ||
Income taxes receivable (including deferred tax asset of $11,498 and $2,930, respectively) | 306,632 | 184,396 | 352,599 | ||
Fixed assets, net of accumulated depreciation of $31,472 and $28,435, respectively | 41,418 | 44,456 | 55,839 | ||
Other assets | 237,800 | 281,896 | 231,182 | ||
Total assets | 6,925,910 | 8,137,156 | 12,384,200 | ||
LIABILITIES AND EQUITY | |||||
Compensation payable | 342,220 | 709,663 | 1,439,526 | ||
Payable to affiliates | 220,588 | 985,632 | 218,788 | ||
Income tax payable | 57,245 | 53,572 | 0 | ||
Accrued expenses and other liabilities | 550,970 | 350,948 | 407,842 | ||
Total liabilities | 1,171,023 | 2,099,815 | 2,066,156 | ||
Commitments and contingencies (Note 9) | |||||
Equity | |||||
Common stock, $0.01 par value; 100,000,000 shares authorized and 600,090 shares issued and outstanding | 6,001 | 6,001 | 5,486 | ||
Additional paid-in capital | 53,886,180 | 53,886,180 | 56,260,806 | ||
Accumulated deficit | (48,137,294) | (47,854,840) | (45,948,248) | ||
Total equity | 5,754,887 | 6,037,341 | $ 9,277,402 | 10,318,044 | $ 12,606 |
Total liabilities and equity | $ 6,925,910 | $ 8,137,156 | $ 12,384,200 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Q1) UNAUDITED (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | |||
Deferred tax asset | $ 11,498 | $ 2,930 | $ 273,009 |
Accumulated depreciation | $ 31,475 | $ 28,435 | $ 19,253 |
Equity | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 600,090 | 600,090 | 548,590 |
Common stock, shares outstanding (in shares) | 600,090 | 600,090 | 548,590 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Q1) UNAUDITED - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | ||||
Commissions | $ 1,038,943 | $ 1,535,245 | $ 6,376,075 | $ 6,154,567 |
Fees earned from affiliated entities pursuant to research services agreements | 0 | 377,500 | 1,502,500 | 2,030,000 |
Principal transactions | (903) | (80) | (9,416) | (22,302,729) |
Dividends and interest | 36,256 | 63,693 | 194,955 | 1,893,237 |
Underwriting fees | 30,488 | 0 | 431,114 | 102,931 |
Sales manager fees | 334,825 | 0 | 733,422 | 15,616 |
Other revenues | 3,107 | 5,909 | 16,833 | 23,406 |
Total revenues | 1,442,716 | 1,982,267 | 9,245,483 | (12,082,972) |
Expenses | ||||
Compensation and related costs | 1,143,433 | 2,478,892 | 8,373,668 | 10,864,185 |
Clearing charges | 302,838 | 290,381 | 1,299,313 | 1,312,578 |
General and administrative | 311,109 | 324,842 | 1,223,023 | 1,330,831 |
Occupancy and equipment | 104,441 | 195,842 | 756,974 | 805,266 |
Total expenses | 1,861,821 | 3,289,957 | 11,652,978 | 14,312,860 |
Loss before income tax benefit | (419,105) | (1,307,690) | (2,407,495) | (26,395,832) |
Income tax benefit | (136,651) | (267,048) | (500,903) | (6,102,929) |
Net loss | $ (282,454) | $ (1,040,642) | $ (1,906,592) | $ (20,292,903) |
Net loss per share | ||||
Basic and diluted (in dollars per share) | $ (0.47) | $ (1.90) | ||
Weighted average shares outstanding: | ||||
Basic and diluted (in shares) | 600,090 | 548,590 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Q1) UNAUDITED - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 336 | $ 5,805,623 | $ (5,793,353) | $ 12,606 |
Balance (in shares) at Dec. 31, 2017 | 33,590 | |||
Increase (Decrease) in Statements of Equity [Roll Forward] | ||||
Net loss | $ 0 | 0 | (20,292,903) | (20,292,903) |
Balance at Dec. 31, 2018 | $ 5,486 | 56,260,806 | (45,948,248) | $ 10,318,044 |
Balance (in shares) at Dec. 31, 2018 | 548,590 | 548,590 | ||
Increase (Decrease) in Statements of Equity [Roll Forward] | ||||
Net loss | $ 0 | 0 | (1,040,642) | $ (1,040,642) |
Balance at Mar. 31, 2019 | $ 5,486 | 56,260,806 | (46,988,890) | 9,277,402 |
Balance (in shares) at Mar. 31, 2019 | 548,590 | |||
Balance at Dec. 31, 2018 | $ 5,486 | 56,260,806 | (45,948,248) | $ 10,318,044 |
Balance (in shares) at Dec. 31, 2018 | 548,590 | 548,590 | ||
Increase (Decrease) in Statements of Equity [Roll Forward] | ||||
Net loss | $ 0 | 0 | (1,906,592) | $ (1,906,592) |
Balance at Dec. 31, 2019 | $ 6,001 | 53,886,180 | (47,854,840) | $ 6,037,341 |
Balance (in shares) at Dec. 31, 2019 | 600,090 | 600,090 | ||
Increase (Decrease) in Statements of Equity [Roll Forward] | ||||
Net loss | $ 0 | 0 | (282,454) | $ (282,454) |
Balance at Mar. 31, 2020 | $ 6,001 | $ 53,886,180 | $ (48,137,294) | $ 5,754,887 |
Balance (in shares) at Mar. 31, 2020 | 600,090 | 600,090 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Q1) UNAUDITED - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net loss | $ (282,454) | $ (1,040,642) | $ (1,906,592) | $ (20,292,903) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 3,038 | 3,217 | 11,382 | 9,614 |
Deferred income tax, net | (8,568) | 280,931 | 270,079 | 165,604 |
(Increase)/decrease in assets: | ||||
Receivables from brokers and clearing organizations | 509,476 | (228,589) | (614,010) | 166,554 |
Receivables from affiliates | (141,356) | (57,643) | (11,426) | (5,561) |
Income taxes receivable | (113,668) | 500 | (101,876) | (2,500) |
Other assets | 44,096 | 40,484 | (50,714) | 137,955 |
Increase/(decrease) in liabilities: | ||||
Payable to affiliates | (765,044) | 33,570 | 766,843 | (542,285) |
Income taxes payable | 3,673 | 0 | 53,572 | 0 |
Compensation payable | (367,443) | (891,546) | (729,863) | 1,086,022 |
Accrued expenses and other liabilities | 200,022 | 35,600 | (56,892) | (24,497) |
Total adjustments | (635,774) | (783,476) | (462,905) | 20,046,282 |
Net cash used in operating activities | (918,228) | (1,824,118) | (2,369,497) | (246,621) |
Net increase/(decrease) in cash and cash equivalents and restricted cash | (918,228) | (1,824,118) | (4,743,608) | (126,876) |
Cash, cash equivalents and restricted cash at beginning of period | 6,787,097 | 11,530,705 | 11,530,705 | 11,657,581 |
Cash, cash equivalents and restricted cash at end of period | 5,868,869 | 9,706,587 | 6,787,097 | 11,530,705 |
Supplemental disclosures of cash flow information: | ||||
Cash received from Associated Capital Group, Inc. for income taxes | 18,087 | 543,153 | 723,019 | 1,257,279 |
Reconciliation to cash, cash equivalents, and restricted cash | ||||
Cash and cash equivalents | 5,668,869 | 9,506,587 | 6,587,097 | 11,330,705 |
Restricted cash: deposits from clearing organizations | 200,000 | 200,000 | 200,000 | 200,000 |
Cash, cash equivalents and restricted cash at end of period | $ 5,868,869 | $ 9,706,587 | $ 6,787,097 | $ 11,530,705 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (FY) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | ||
Commissions | $ 6,376,075 | $ 6,154,567 |
Fees earned from affiliated entities pursuant to research services agreements | 1,502,500 | 2,030,000 |
Principal transactions | (9,416) | (22,302,729) |
Dividends and interest | 194,955 | 1,893,237 |
Underwriting fees | 431,114 | 102,931 |
Sales manager fees | 733,422 | 15,616 |
Other revenues | 16,833 | 23,406 |
Total revenues | 9,245,483 | (12,082,972) |
Expenses | ||
Compensation and related costs | 8,373,668 | 10,864,185 |
Clearing charges | 1,299,313 | 1,312,578 |
General and administrative | 1,223,023 | 1,330,831 |
Occupancy and equipment | 756,974 | 805,266 |
Total expenses | 11,652,978 | 14,312,860 |
Loss before income tax benefit | (2,407,495) | (26,395,832) |
Income tax benefit | (500,903) | (6,102,929) |
Net loss | $ (1,906,592) | $ (20,292,903) |
Net loss per share | ||
Basic (in dollars per share) | $ (3.42) | $ (37.21) |
Diluted (in dollars per share) | $ (3.42) | $ (37.21) |
Weighted average shares outstanding: | ||
Basic (in shares) | 557,338 | 545,426 |
Diluted (in shares) | 557,338 | 545,426 |
Actual shares outstanding (in shares) | 600,090 | 548,590 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (FY) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | |||||
Cash and cash equivalents | $ 5,668,869 | $ 6,587,097 | $ 9,506,587 | $ 11,330,705 | |
Receivables from brokers and clearing organizations | 299,210 | 808,686 | 194,676 | ||
Receivables from affiliates | 171,981 | 30,625 | 19,199 | ||
Deposits with clearing organizations | 200,000 | 200,000 | 200,000 | ||
Income taxes receivable (including deferred tax asset of $2,930 and $273,009, respectively) | 306,632 | 184,396 | 352,599 | ||
Fixed assets, net of accumulated depreciation of $28,435 and $19,253, respectively | 41,418 | 44,456 | 55,839 | ||
Other assets | 237,800 | 281,896 | 231,182 | ||
Total assets | 6,925,910 | 8,137,156 | 12,384,200 | ||
LIABILITIES AND EQUITY | |||||
Compensation payable | 342,220 | 709,663 | 1,439,526 | ||
Payable to affiliates | 220,588 | 985,632 | 218,788 | ||
Income tax payable | 57,245 | 53,572 | 0 | ||
Accrued expenses and other liabilities | 550,970 | 350,948 | 407,842 | ||
Total liabilities | 1,171,023 | 2,099,815 | 2,066,156 | ||
Commitments and contingencies (Note J) | |||||
Equity | |||||
Common stock, $.01 par value; 100,000,000 and 10,000,000 shares authorized, respectively, and 600,090 and 548,590 issued and outstanding, respectively | 6,001 | 6,001 | 5,486 | ||
Additional paid-in capital | 53,886,180 | 53,886,180 | 56,260,806 | ||
Accumulated deficit | (48,137,294) | (47,854,840) | (45,948,248) | ||
Total equity | 5,754,887 | 6,037,341 | $ 9,277,402 | 10,318,044 | $ 12,606 |
Total liabilities and equity | $ 6,925,910 | $ 8,137,156 | $ 12,384,200 |
CONSOLIDATED STATEMENTS OF FI_2
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (FY) (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | |||
Deferred tax asset | $ 11,498 | $ 2,930 | $ 273,009 |
Accumulated depreciation | $ 31,475 | $ 28,435 | $ 19,253 |
Equity | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 600,090 | 600,090 | 548,590 |
Common stock, shares outstanding (in shares) | 600,090 | 600,090 | 548,590 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (FY) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 336 | $ 5,805,623 | $ (5,793,353) | $ 12,606 |
Balance (in shares) at Dec. 31, 2017 | 33,590 | |||
Increase (Decrease) in Statements of Equity [Roll Forward] | ||||
Retrospective Adjustment for Merger of G.research, net | $ 5,000 | 135,881,592 | (19,861,992) | 116,024,600 |
Retrospective Adjustment for Merger of G.research, net (in shares) | 500,000 | |||
Return of capital / distribution | $ 0 | (85,606,259) | 0 | (85,606,259) |
Issuance of stock | $ 150 | 179,850 | 0 | 180,000 |
Issuance of stock (in shares) | 15,000 | |||
Net loss | $ 0 | 0 | (20,292,903) | (20,292,903) |
Balance at Dec. 31, 2018 | $ 5,486 | 56,260,806 | (45,948,248) | $ 10,318,044 |
Balance (in shares) at Dec. 31, 2018 | 548,590 | 548,590 | ||
Increase (Decrease) in Statements of Equity [Roll Forward] | ||||
Net loss | $ 0 | 0 | (1,040,642) | $ (1,040,642) |
Balance at Mar. 31, 2019 | $ 5,486 | 56,260,806 | (46,988,890) | 9,277,402 |
Balance (in shares) at Mar. 31, 2019 | 548,590 | |||
Balance at Dec. 31, 2018 | $ 5,486 | 56,260,806 | (45,948,248) | $ 10,318,044 |
Balance (in shares) at Dec. 31, 2018 | 548,590 | 548,590 | ||
Increase (Decrease) in Statements of Equity [Roll Forward] | ||||
Capital contribution | $ 0 | 410,889 | 0 | $ 410,889 |
Return of capital / distribution | 0 | (3,300,000) | 0 | (3,300,000) |
Issuance of stock | $ 515 | 514,485 | 0 | 515,000 |
Issuance of stock (in shares) | 51,500 | |||
Net loss | $ 0 | 0 | (1,906,592) | (1,906,592) |
Balance at Dec. 31, 2019 | $ 6,001 | 53,886,180 | (47,854,840) | $ 6,037,341 |
Balance (in shares) at Dec. 31, 2019 | 600,090 | 600,090 | ||
Increase (Decrease) in Statements of Equity [Roll Forward] | ||||
Net loss | $ 0 | 0 | (282,454) | $ (282,454) |
Balance at Mar. 31, 2020 | $ 6,001 | $ 53,886,180 | $ (48,137,294) | $ 5,754,887 |
Balance (in shares) at Mar. 31, 2020 | 600,090 | 600,090 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (FY) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||
Net loss | $ (1,906,592) | $ (20,292,903) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 11,382 | 9,614 |
Deferred income tax, net | 270,079 | 165,604 |
Other non-cash amounts included in net loss (see Non-cash financing activity) | 0 | (4,728,622) |
(Increase)/decrease in operating assets: | ||
Securities owned, net | 0 | 23,783,998 |
Receivables from brokers and clearing organizations | (614,010) | 166,554 |
Receivables from affiliates | (11,426) | (5,561) |
Income taxes receivable | (101,876) | (2,500) |
Other assets | (50,714) | 137,955 |
Increase/(decrease) in operating liabilities: | ||
Payable to affiliates | 766,843 | (542,285) |
Income taxes payable | 53,572 | 0 |
Compensation payable | (729,863) | 1,086,022 |
Accrued expenses and other liabilities | (56,892) | (24,497) |
Total adjustments | (462,905) | 20,046,282 |
Net cash used in operating activities | (2,369,497) | (246,621) |
Investing activities | ||
Purchases of fixed assets | 0 | (60,255) |
Net cash used in investing activities | 0 | (60,255) |
Financing activities | ||
Capital contribution | 410,889 | 0 |
Return of capital | (3,300,000) | 0 |
Issuance of common stock | 515,000 | 180,000 |
Cash used in / provided by financing activities | (2,374,111) | 180,000 |
Net increase/(decrease) in cash and cash equivalents and restricted cash | (4,743,608) | (126,876) |
Cash, cash equivalents and restricted cash at beginning of period | 11,530,705 | 11,657,581 |
Cash, cash equivalents and restricted cash at end of period | 6,787,097 | 11,530,705 |
Supplemental disclosures of cash flow information: | ||
Cash (paid)/received for Income taxes | 0 | (4,000) |
Cash received from Associated Capital Group, Inc. for Income taxes | 723,019 | 1,257,279 |
Reconciliation to cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 6,587,097 | 11,330,705 |
Restricted cash: deposits from clearing organizations | 200,000 | 200,000 |
Cash, cash equivalents and restricted cash at end of period | $ 6,787,097 | $ 11,530,705 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (FY) (Parenthetical) - USD ($) | Oct. 31, 2019 | Jun. 19, 2019 | Dec. 03, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Non-cash financing activity: | |||||
Return of capital | $ 3,300,000 | $ 85,606,259 | |||
Associated Capital Group [Member] | |||||
Non-cash financing activity: | |||||
Return of capital | $ 3,300,000 | $ 85,606,259 | |||
Fair value of securities | 80,877,637 | ||||
Tax receivable settlement amount | 4,728,622 | ||||
G.research, LLC [Member] | Associated Capital Group [Member] | |||||
Non-cash financing activity: | |||||
Return of capital | $ 3,300,000 | 85,606,259 | |||
Fair value of securities | 80,877,637 | ||||
Tax receivable settlement amount | $ 4,728,622 | ||||
Stock acquired (in shares) | 500,000 | ||||
The Morgan Group, Inc. [Member] | |||||
Non-cash financing activity: | |||||
Stock acquired (in shares) | 500,000 | ||||
The Morgan Group, Inc. [Member] | Associated Capital Group [Member] | |||||
Non-cash financing activity: | |||||
Percentage of outstanding common stock to be held | 100.00% | ||||
The Morgan Group, Inc. [Member] | G.research, LLC [Member] | |||||
Non-cash financing activity: | |||||
Stock acquired (in shares) | 500,000 | ||||
The Morgan Group, Inc. [Member] | G.research, LLC [Member] | Associated Capital Group [Member] | |||||
Non-cash financing activity: | |||||
Percentage of outstanding common stock to be held | 83.30% |
Organization and Business Descr
Organization and Business Description (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization and Business Description [Abstract] | ||
Organization and Business Description | Organization and Business Description Morgan Group Holding Co. (the “Company,” “Morgan Group,” or “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company which seeks acquisitions as part of its strategic alternatives. Prior to the October 31, 2019 merger with G.research, LLC (“G.research”), discussed below, Morgan Group had no operating companies. The Company acquired G.research from Associated Capital Group, Inc. (“AC”), an affiliate of the Company, on October 31, 2019, in exchange for issuing 500,000 shares of the Company’s common stock to AC (the “Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in turn, is a wholly-owned subsidiary of AC. After the transaction, AC has an 83.3% ownership interest in the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information in the financial statements of the Company issued after the Merger, including for the three months ended March 31, 2019 in these condensed consolidated financial statements. Consistent with our financial statements as of December 31, 2019 included in our annual report on Form 10-K, the common stock, additional paid in capital, and accumulated deficit amounts in these condensed consolidated financial statements have been restated as of December 31, 2018 to reflect the recapitalization in accordance with the shares issued as a result of the Merger. On March 16, 2020, AC’s Board of Directors approved the spin-off of the shares of common stock held by AC to AC’s shareholders. Upon execution of the spin-off, AC will distribute to its shareholders on a pro rata basis the 500,000 shares of Morgan that AC owns. G.research is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”). The Company provides institutional investors and investment partnerships with investment research with a particular focus on small-cap and mid-cap companies. The team of sell-side analysts follows industry sectors on a global basis and performs fundamental security analysis using a Private Market Value (“PMV”) framework. PMV investing is a disciplined, research-driven approach based on security analysis. In this process, the analyst selects stocks whose intrinsic value, based on the analyst’s estimate of current asset value and future growth and earnings power, is significantly different from the public market value as reflected in the public market. PMV is defined as the price an informed industrial buyer would be likely to pay to acquire the business. The research focuses on company fundamentals, cash flow statistics, and catalysts that will help realize returns. The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients, and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc. (“GBL”), an affiliate. The Company also earns investment income generated from its proprietary trading activities. The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Condensed Consolidated Statement of Financial Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed. The Company’s principal market is in the United States (“U.S”). | A. Organization and Business Description Morgan Group Holding Co. (the “Company”, “Morgan Group”. “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company which seeks acquisitions as part of its strategic alternatives. Prior to the October 31, 2019 merger with G.research, discussed below, Morgan Group had no operating companies. The Company acquired G.research, LLC (“G.research”) from Associated Capital Group, Inc. (“AC”), an affiliate of the Company, on October 31, 2019, in exchange for issuing 500,000 shares of the Company’s common stock to AC, (the "Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in turn, is a wholly-owned subsidiary of AC. After the transaction, AC has an 83.3% ownership interest in the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information. The common stock, additional paid in capital and earnings per share amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger. G.research is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”). The Company provides institutional investors and investment partnerships with investment research with a particular focus on small-cap and mid-cap companies. The team of sell-side analysts follows industry sectors on a global basis and performs fundamental security analysis using a Private Market Value (“PMV”) framework. PMV investing is a disciplined, research-driven approach based on security analysis. In this process, the analyst selects stocks whose intrinsic value, based on the analyst’s estimate of current asset value and future growth and earnings power, is significantly different from the public market value as reflected in the public market. PMV is defined as the price an informed industrial buyer would be likely to pay to acquire the business. The research focuses on company fundamentals, cash flow statistics, and catalysts that will help realize returns. The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc. (“GBL”) an affiliate. The Company also earns investment income generated from its proprietary trading activities. The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Consolidated Statement of Financial Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed. The Company’s principal market is in the United States. |
Significant Accounting Policies
Significant Accounting Policies (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Abstract] | ||
Significant Accounting Policies | 1. Significant Accounting Policies Basis of Presentation The unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair presentation of financial position, results of operations, and cash flows of Morgan for the interim periods presented and are not necessarily indicative of a full year’s results. The interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, G.research, from the date of the Merger with retrospective application. Intercompany accounts and transactions have been eliminated. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019. On June 10, 2020, the Company completed a 1-for-100 reverse stock split of the Company's outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the Company's issued and outstanding common stock decreased from 60,009,005 shares to 600,090. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all share and per share information as well as common stock and additional paid in capital balances contained in the consolidated financial statements and related footnotes have been restated to retroactively show the effect of the Reverse Stock Split. Use of Estimates The Company’s financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates. Recent Accounting Developments In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU”) 2016-02, Leases (Topic 842) , which amends the guidance in U.S. GAAP for the accounting for leases. ASU 2016-02 requires a lessee to recognize assets and liabilities arising from most operating leases in the consolidated statements of financial condition. The Company adopted this ASU effective January 1, 2019 with no material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), Leases (Topic 842): Effective Dates | B. Significant Accounting Policies On June 10, 2020, the Company completed a 1-for-100 reverse stock split of the Company's outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the Company's issued and outstanding common stock decreased from 60,009,005 shares to 600,090. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all share and per share information as well as common stock and additional paid in capital balances contained in the consolidated financial statements and related footnotes have been restated to retroactively show the effect of the Reverse Stock Split. Consolidated Financial Statements All intercompany transactions and balances have been eliminated. The Company consolidated the subsidiary from the date of the Merger with retrospective application. Segment Analysis The Company is one segment for reporting purposes. Cash and Cash Equivalents The Company held an investment in an affiliated money market mutual fund which is invested solely in U.S. Treasuries. Securities Owned, at Fair Value Securities owned, at fair value, including common stocks, closed-end funds and mutual funds, are recorded at fair value with the resulting realized and unrealized gains and losses reflected in principal transactions in the Consolidated Statements of Operations. Realized gains and losses from securities transactions are recorded on the identified cost basis. All securities transactions and transaction costs are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income and interest expense are accrued as earned or incurred. Deposits with Clearing Organizations Deposits with clearing organizations is restricted cash held at the clearing organizations. Fair Value of Financial Instruments The carrying amounts of all financial instruments in the Consolidated Statements of Financial Condition approximate their fair values. The Company’s financial instruments have been categorized based upon a fair value hierarchy: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets include cash equivalents. • Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. As of and during the years ended December 31, 2019 and 2018, there were no Level 2 securities owned. • Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. As of and during the years ended December 31, 2019 and 2018, there were no Level 3 securities owned. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Investments are transferred into and out of any level at their beginning period values. The availability of observable inputs can vary from instrument to instrument and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. In the absence of a closing price, an average of the bid and ask is used. Bid prices reflect the highest price that market participants are willing to pay for an asset. Ask prices represent the lowest price that market participants are willing to accept for an asset. Cash equivalents Receivables from Affiliates/Payables to Affiliates Receivables from affiliates consist of receivables from certain affiliates for expenses paid on their behalf. In 2019, payables to affiliates are primarily comprised of sales manager fees and expenses paid on behalf of the Company due to AC. In 2018, payables to affiliates are primarily comprised of estimated taxes due to AC. See Notes D and G. Revenue from Contracts with Customers See Note C. Dividends and Interest Dividends are recorded on the ex-dividend date. Interest income and interest expense are accrued as earned or incurred. These amounts are not related to contracts with customers. Depreciation Fixed assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives of four to seven years. Allocated Expenses The Company is charged or incurs certain overhead expenses that are included in general and administrative and occupancy and equipment expenses in the Consolidated Statements of Operations. These overhead expenses are allocated to the Company by AC and other AC affiliates or allocated by the Company to other AC affiliates as the expenses are incurred, based upon methodologies periodically reviewed by the management of the Company and the AC affiliates. In addition, Gabelli & Company Investment Advisers, Inc. (“GCIA”), a wholly – owned subsidiary of AC, and GAMCO Investors, Inc. (“GBL”) serve as paymasters for the Company under compensation payment sharing agreements. This includes compensation expense and related payroll taxes and benefits which are allocated to the Company for professional staff performing duties related entirely to the Company and those compensation expenses and related payroll taxes and benefits which relate to professional staff who serve more than one entity and whose compensation is therefore allocated to the Company as well as to its affiliates. These compensation expenses are included in compensation and related costs in the Consolidated Statements of Operations. Income Taxes Morgan Group Holding Co., which became part of the AC consolidated tax group after the merger on October 31, 2019, would generally not record an income tax provision as it was generally in a loss position for income tax purposes and any deferred tax benefit from net operating losses would be offset with a full valuation allowance. However, for the years ended December 31, 2019 and 2018, the Company is a member of a tax sharing agreement among members of the AC consolidated tax group and records an income tax provision. The Company generally settles either the benefit or expense with AC monthly, but not less than annually. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense/benefit in the period that includes the enactment date of the change in tax rate. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. A valuation allowance would be recorded to reduce the carrying value of deferred tax assets to the amount that is more likely than not to be realized. In making such a determination of whether a valuation allowance is necessary, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event the Company were to determine that the Company would be more likely than not to realize the Company’s deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the previously recorded deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process: (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position; and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes the accrual of interest on uncertain tax positions and penalties in income tax benefit on the Consolidated Statements of Operations. Accrued interest and penalties on uncertain tax positions are included within accrued expenses and other liabilities on the Consolidated Statements of Financial Condition. Use of Estimates The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates. Recent Accounting Developments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers [Abstract] | ||
Revenue from Contracts with Customers | 2. Revenue from Contracts with Customers The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers Significant judgments that affect the amounts and timing of revenue recognition: The Company’s analysis of the timing of revenue recognition of each revenue stream is based on the provisions of each respective contract. Performance obligations could, however, change from time to time if and when existing contracts are modified or new contracts are entered into. These changes could potentially affect the timing of satisfaction of performance obligations, the determination of the transaction price, and the allocation of the price to performance obligations. In the case of the revenue streams discussed below, the performance obligation is satisfied either at a point in time or over time. The judgments outlined below, where the determination as to these factors is discussed in detail, are continually reviewed and monitored by the Company when new contracts or contract modifications occur. Transaction price is in all instances formulaic and not subject to significant (or any) judgment at the current time. The Company’s assessment of the recognition of these revenues is as follows: Revenue from contracts with customers includes commissions, fees earned from affiliated entities pursuant to research services agreements, underwriting fees, and sales manager fees. Commissions Brokerage commissions Hard dollar payments Commission revenues are impacted by the perceived value of the research product provided to clients, the volume of securities transactions, and the acquisition or loss of new client relationships. Fees earned from affiliated entities pursuant to research services agreements The Company receives direct payments for research services provided to related parties pursuant to contracts. The contractual fee for the period is fixed and recognized ratably over the contract period, typically a calendar year, which is considered the period over which the Company satisfies its performance obligation. Payments for contracts with affiliated parties are collected monthly. Underwriting fees Underwriting fees Selling concessions Sales manager fees The Company participates as sales manager of at-the-market offerings of certain affiliated closed-end funds and receives a tiered percentage of proceeds as stipulated in agreements between the Company, the funds and the funds’ investment adviser. The Company recognizes sales manager fees upon sale of the related closed-end funds. Sales manager fees earned are fixed and typically collected from the clearing brokers utilized by the Company on a daily or weekly basis. Revenue Disaggregated Total revenues from contracts with customers by type were as follows for the three months ended March 31, 2020 and 2019: Three months ended March 31, 2020 2019 Commissions $ 936,784 $ 1,426,235 Hard dollar payments 102,159 109,010 1,038,943 1,535,245 Research services - 377,500 Underwriting fees 30,488 - Sales manager fees 334,825 - $ 1,404,256 $ 1,912,745 | C. Revenue from Contracts with Customers The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when the Company satisfies a performance obligation. Significant judgments that affect the amounts and timing of revenue recognition: The Company’s analysis of the timing of revenue recognition of each revenue stream is based on the provisions of each respective contract. Performance obligations could, however, change from time to time if and when existing contracts are modified or new contracts are entered into. These changes could potentially affect the timing of satisfaction of performance obligations, the determination of the transaction price, and the allocation of the price to performance obligations. In the case of the revenue streams discussed below, the performance obligation is satisfied either at a point in time or over time. The judgments outlined below, where the determination as to these factors is discussed in detail, are continually reviewed and monitored by the Company when new contracts or contract modifications occur. Transaction price is in all instances formulaic and not subject to significant (or any) judgment at the current time. The Company’s assessment of the recognition of these revenues is as follows: Revenue from contracts with customers includes commissions, fees earned from affiliated entities pursuant to research services agreements, underwriting fees and sales manager fees. Commissions Brokerage commissions Hard dollar payments Commission revenues are impacted by the perceived value of the research product provided to clients, the volume of securities transactions and the acquisition or loss of new client relationships. Fees earned from affiliated entities pursuant to research services agreements The Company receives direct payments for research services provided to related parties pursuant to contracts. The contractual fee for the period is fixed and recognized ratably over the contract period, typically a calendar year, which is considered the period over which the Company satisfies its performance obligation. Payments for contracts with affiliated parties are collected monthly. Underwriting fees Underwriting fees Selling concessions Sales manager fees The Company participates as sales manager of at-the-market offerings of certain affiliated closed-end funds and receives a tiered percentage of proceeds as stipulated in agreements between the Company, the funds and the funds’ investment adviser. The Company recognizes sales manager fees upon sale of the related closed-end funds. Sales manager fees earned are fixed and typically collected from the clearing brokers utilized by the Company on a daily or weekly basis. Total revenues from contracts with customers by type were as follows for the years ended December 31, 2019 and 2018: 2019 2018 Commissions $ 5,903,200 $ 5,349,348 Hard dollar payments 472,875 805,219 6,376,075 6,154,567 Research services 1,502,500 2,030,000 Underwriting fees 431,114 102,931 Sales manager fees 733,422 15,616 $ 9,043,111 $ 8,303,114 |
Related Party Transactions (Q1)
Related Party Transactions (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 3. Related Party Transactions At March 31, 2020 and December 31, 2019, the Company had an investment of $5,661,750 and $6,579,577, respectively, in The Gabelli U.S. Treasury Money Market Fund advised by Gabelli Funds, LLC, which is an affiliate of the Company. The amount is recorded in cash and cash equivalents in the Condensed Consolidated Statements of Financial Condition. Income earned from this investment totaled $29,550 and $59,035 for the three months ended March 31, 2020 and 2019, respectively, and is included in dividends and interest revenues in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2020 and 2019, the Company earned $691,784 and $1,132,845, or approximately 67% and 74%, respectively, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds, LLC. (“Gabelli Funds”) and private wealth management clients advised by GAMCO Asset Management Inc., (“GAMCO Asset”), each affiliates of the Company. GAMCO Asset and Gabelli Funds paid a total of $377,500 to the Company pursuant to research services agreements (see Note 2) for the three months ended March 31, 2019. No amounts for such services were paid during the three months ended March 31, 2020. These agreements were terminated effective January 1, 2020. The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $334,825 and $0 during the three months ended March 31, 2020 and 2019, respectively. Sales manager fees are separately disclosed in the Condensed Consolidated Statements of Operations. The Company participated in the secondary offerings of the preferred stock of affiliated closed end funds in December 2019. The final settlements were received during March 2020 resulting in additional underwriting profit of $30,488. The Company pays AC a management fee equal to 20% of the Company’s year-to-date pretax profits before consideration of this fee. In the three months ended March 31, 2020 and 2019, the Company did not pay a management fee to AC as there were no pretax profits. AC has a sublease agreement with GBL that expired on April 1, 2020 and continues on a month to month basis. AC allocates this expense to the Company based on the percentage of square footage occupied by the Company’s employees (including pro rata allocation of common space). For the three months ended March 31, 2020 and 2019, the Company paid $27,113 and $82,913, respectively, to AC. These amounts are included within occupancy and equipment expenses on the Condensed Consolidated Statements of Operations. | D. Related Party Transactions At December 31, 2019 and 2018, the Company had an investment of $6,579,577 and $ 11,276,289, respectively, in The Gabelli U.S. Treasury Money Market Fund advised by Gabelli Funds, LLC, which is an affiliate of the Company. The amount is recorded in cash and cash equivalents in the Consolidated Statements of Financial Condition. Income earned from this investment totaled $175,846 and $157,581 in 2019 and 2018, respectively, and is included in dividends and interest revenues in the Consolidated Statements of Operations. In 2019 and 2018, the Company earned $4,875,768 and $3,825,998 or approximately, 76% and 62%, respectively, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds, LLC., (“Gabelli Funds”) and private wealth management clients advised by GAMCO Asset Management Inc., (“GAMCO Asset”), each affiliates of the Company. GAMCO Asset and Gabelli Funds each paid $752,550 and $750,000, to the Company pursuant to research services agreements (see Note C) for the year ended December 31, 2019 and $1,000,000 and $1,030,000, for the year ended December 31, 2018. Effective February 1, 2019, the Company amended its existing research service agreements, whereby GAMCO Asset and Gabelli Funds shall each pay $62,500 per month for research services provided. These agreements were terminable immediately upon notice. These agreements were terminated on January 1, 2020. The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $729,893 and $15,616 during 2019 and 2018, respectively. Sales manager fees are separately disclosed in the Statements of Operations. The Company participated in the secondary offerings of the preferred stock of affiliated closed end funds during 2019 and 2018 as participants in the underwriting syndicate and selling groups earning $431,114 and $102,930. During 2018, the Company had investments in mutual fund and closed-end funds advised by Gabelli Funds, LLC and GBL stock that were sold during the year. Dividend income earned from these affiliated investments totaled $1,393,132 in 2018, and is included in dividends and interest revenues in the Consolidated Statements of Operations. The Company also recorded related investment losses of $21,332,884 during 2018, which are included in principal transactions in the Consolidated Statements of Operations. The Company made a non-cash return of capital to AC on December 3, 2018, totaling $85,606,259 in the form of securities with a fair value of $80,877,637 and a tax receivable settlement of $4,728,622. The securities included certain common stocks, closed-end funds and a mutual fund, of which $70,970,347 million were affiliated investments. The Company consequently realized net losses totaling $16,880,403, which are included in the affiliated investment losses of $21,332,884 noted above. On December 31, 2018, AC paid $3,436,000 to G.research in exchange for the remaining 200,000 shares of GBL common stock. The Company realized net losses of $2,332,000 in relation to this exchange, which is included in the affiliated investment losses of $21,332,884 noted above. The Company also pays to or receives from AC the amount of its portion of the current tax expense or benefit as part of a tax sharing agreement. During 2018, with respect to the tax amount resulting from the exchange of GBL stock, AC paid the Company $814,310. The Company made a cash return of capital to AC on June 19, 2019, in the amount of $3,300,000. AC made two capital contributions pursuant to the merger between G.research and Morgan Group on October 28, 2019 and November 21, 2019, of $300,000 and $110,889, respectively. See Note I. The Company pays AC a management fee equal to 20% of the Company’s year-to-date pretax profits before consideration of this fee. In 2019 and 2018, the Company did not pay a management fee to AC as there were no pretax profits. AC has a sublease agreement with GBL that currently expires on April 1, 2020, which is subject to annual renewal. AC allocates this expense to the Company based on the percentage of square footage occupied by the Company’s employees (including pro rata allocation of common space). Pursuant to the sublease, AC and the Company shall pay a monthly fixed lease amount for the twelve-month contractual period. For the years ended December 31, 2019 and 2018, the Company paid $321,975 and $314,691, respectively, under the sublease agreement. These amounts are included within occupancy and equipment expenses on the Consolidated Statements of Operations. |
Fair Value (Q1)
Fair Value (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value [Abstract] | ||
Fair Value | 4. Fair Value The carrying amounts of all financial instruments in the Condensed Consolidated Statements of Financial Condition approximate their fair values. The Company’s financial instruments have been categorized based upon a fair value hierarchy: - Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets include cash equivalents. - Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. - Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. These assets include infrequently traded common stocks. The following tables present information about the Company’s assets and liabilities by major category measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value: Assets Measured at Fair Value on a Recurring Basis as of March 31, 2020: Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash equivalents $ 5,661,750 $ - $ - $ 5,661,750 Total assets at fair value $ 5,661,750 $ - $ - $ 5,661,750 There were no transfers between any Levels during the three months ended March 31, 2020. Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019: Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash equivalents $ 6,579,577 $ - $ - $ 6,579,577 Total assets at fair value $ 6,579,577 $ - $ - $ 6,579,577 There were no transfers between any Levels during the year ended December 31, 2019. Cash equivalents primarily consist of an affiliated money market mutual fund which is invested solely in U.S. Treasuries and valued based on the net asset value of the fund. Financial assets disclosed but not carried at fair value The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items. | E. Fair Value The following tables present information about the Company’s assets and liabilities by major category measured at fair value on a recurring basis as of December 31, 2019 and 2018 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value: Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019: December 31, 2019 Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Cash equivalents $ 6,579,577 $ - $ - $ 6,579,577 Total assets at fair value $ 6,579,577 $ - $ - $ 6,579,577 There were no transfers between any Levels during the year ended December 31, 2019. Assets Measured at Fair Value on a Recurring Basis as of December 31, 2018: December 31, 2018 Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Cash equivalents $ 11,276,869 $ - $ - $ 11,276,869 Total assets at fair value $ 11,276,869 $ - $ - $ 11,276,869 There were no transfers between any Levels during the year ended December 31, 2018. |
Retirement Plan (Q1)
Retirement Plan (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Retirement Plan [Abstract] | ||
Retirement Plan | 5. Retirement Plan The Company participates in Associated Capital’s incentive savings plan (the “Plan”), covering substantially all employees. Company contributions to the Plan are determined annually by management of the Company and AC’s Board of Directors but may not exceed the amount permitted as a deductible expense under the Internal Revenue Code. Amounts expensed for allocated contributions to this Plan amounted to approximately $4,436 and $4,436 for the three months ended March 31, 2020 and 2019, respectively, and were recorded as compensation and related costs in the Condensed Consolidated Statements of Operations. | F. Retirement Plan The Company participates in Associated Capital’s incentive savings plan (the “Plan”), covering substantially all employees. Company contributions to the Plan are determined annually by management of the Company and AC’s Board of Directors but may not exceed the amount permitted as a deductible expense under the Internal Revenue Code. Amounts expensed for allocated contributions to this Plan amounted to approximately $17,746 and $6,919 in 2019 and 2018, respectively, and are recorded as compensation and related costs in the Consolidated Statements of Operations. |
Income Taxes (Q1)
Income Taxes (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | ||
Income Taxes | 6. Income Taxes The effective tax rate for the three months ended March 31, 2020 and 2019 was 32.6% and 20.4%, respectively. For the three months ended March 31, 2020 the rate impact was related to a net operating loss carryback at higher federal rates. | G. Income Taxes Through October 31, 2019, Morgan Group Holding Co. filed its Federal and state tax returns on a standalone basis. Additionally, as a result of the Merger, operations of Morgan Group Holding Co. for the period November 1, 2019 to December 31, 2019 were included in the consolidated U.S. Federal and certain state and local income tax returns of AC. For the years ended December 31, 2018 and 2019, the operations of G.research were included in the consolidated U.S. Federal and certain state and local income tax returns of AC. The Company’s federal and certain state and local income taxes are calculated as if the Company filed on a separate return basis, and the amount of current tax or benefit is either remitted to or received from AC using a benefits for loss approach such that net operating loss (or other tax attribute) is characterized as realized by the Company when those tax attributes are utilized in the consolidated tax return of AC. This is the case even if the Company would not otherwise have realized those tax attributes. Income tax benefit for the years ending December 31 consisted of: 2018 2018 Federal: Current $ (707,040 ) $ (4,689,749 ) Deferred 215,992 (754,514 ) State and local: Current (63,942 ) (456,626 ) Deferred 54,087 (202,040 ) Total $ (500,903 ) $ (6,102,929 ) A reconciliation of the federal statutory rate to the effective tax rate for the years ended December 31 is set forth below: 2019 2018 Statutory Federal income tax rate 21.0 % 21.0 % State income tax, net of Federal benefit -2.18 % 2.21 % State Valuation Allowance 3.16 % -0.24 % Federal Valuation Allowance 0.20 % -0.04 % Dividends Received Deductions 0.00 % 0.32 % Other -1.33 % -0.13 % Effective income tax rate 20.85 % 23.12 % Significant components of our deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Federal and State NOL Carryforward 174,590 229,095 Stock-based Compensation - 30,096 Compensation - 266,820 Other 5,359 33,952 Total Gross DTA 179,949 559,963 Less: Valuation Allowance (174,590 ) (275,522 ) Total Deferred Tax Assets 5,359 284,441 Deferred tax liabilities: Stock Based Compensation (2,349 ) - Deferred State Income Tax (80 ) (11,432 ) (2,429 ) (11,432 ) Net deferred tax assets 2,930 273,009 In accordance to the Code 382 of the Internal Revenue Code corporations are generally required to limit the amount of its income in future years that can be offset by historic losses, i.e., net operating loss (NOL) carryforwards and certain built-in losses, after a corporation has undergone an ownership change . At December 31, 2019 and 2018, for Federal and for certain states in which the Company files separate tax returns, the Company recorded deferred tax assets of approximately $174,590 and $229,095, respectively, relating to net operating losses. The Company concluded that it is not more likely than not that the benefit from federal net operating loss and these separate state net operating loss carryforwards will be realized and has provided a valuation allowance for the full amount of the related deferred tax assets. As of December 31, 2019, the Company is not aware of any potentially material uncertain tax positions that were not included in the Company’s financial statements. The Company, which includes G. research, LLC and is part of the AC’s unitary filing group, is not under any tax examination as of December 31, 2019. The Company has filed most of its 2018 corporate income tax returns in states where they have determined a filing obligation exists. The Company continues to work on filing tax returns in certain states and intends to complete these filings by first quarter 2020. The Company believes there are no uncertain tax positions (“UTPs”) as it relates to their federal and state filings, and as such has not recorded any tax expense related to UTPs. As of December 31, 2018, the Company’s gross unrecognized tax benefits which relate to uncertain tax positions were $5,688 of which $4,494, if recognized, would affect the Company’s effective tax rate. The Company continues to recognize both interest and penalties with respect to unrecognized tax benefits as income tax expense. The Company had accrued a liability of $3,071 for interest and penalties as of December 31, 2018. As of December 31, 2019 and 2018, management has not identified any potential subsequent events that could have a significant impact on unrecognized tax benefits within the next twelve months. The Company remains subject to income tax examination by the IRS for years 2016 and 2018 and state examinations for years after 2012. |
Earnings per Share (Q1)
Earnings per Share (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings per Share [Abstract] | ||
Earnings per Share | 7. Earnings per Share Basic earnings per share is computed by dividing net income / (loss) attributable to shareholders by the weighted average number of shares outstanding during the period. There were no dilutive shares outstanding during the periods. The computations of basic and diluted net loss per share are as follows: Three Months Ended March 31, 2019 2018 Basic and diluted: Net loss attributable to shareholders $ (282,454 ) $ (1,040,642 ) Weighted average shares outstanding 600,090 548,590 Basic and diluted net loss per share $ (0.47 ) $ (1.90 ) | H. Earnings per Share Basic earnings per share is computed by dividing net income/(loss) attributable to shareholders by the weighted average number of shares outstanding during the period. There were no dilutive shares outstanding during the periods. The computations of basic and diluted net loss per share are as follows (in thousands, except per share data): For the Years Ending December 31, 2019 2018 Basic: Net loss attributable to shareholders $ (1,906,592 ) $ (20,292,903 ) Weighted average shares outstanding 557,338 545,426 Basic net loss attributable per share $ (3.42 ) $ (37.21 ) Diluted: Net loss attributable to shareholders $ (1,906,592 ) $ (20,292,903 ) Weighted average share outstanding 557,338 545,426 Diluted net loss per share $ (3.42 ) $ (37.21 ) |
Equity (Q1)
Equity (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Equity | 8. Equity In conjunction with the Merger on October 31, 2019, the Company issued 500,000 shares of common stock to AC. The common stock, additional paid in capital, earnings per share, and accumulated deficit amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger. See the Organization and Business Description Note above for detail. | I. Equity On March 19, 2018 the Company sold in a private placement to LICT, 15,000 of its shares common stock for $180,000, or $12.00 per share. G.research returned capital to AC on December 3, 2018 totaling $85,606,259 in the form of securities with a fair value of $80,877,637 and a tax receivable settlement of $4,728,622. In the normal course of business, G.research made cash return of capital to AC on June 19, 2019 in the amount of $3,300,000. In conjunction with the Merger on October 31, 2019, AC made two capital contributions to the Company on October 28, 2019 and November 21, 2019 of $300,000 and $110,889, respectively. In conjunction with the Merger on October 31, 2019, the Company issued 500,000 shares of common stock to AC. The common stock, additional paid in capital,earnings per share and accumulated deficit amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger. See Note D Related Party Transactions for detail. |
Guarantees, Contingencies, and
Guarantees, Contingencies, and Commitments (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Guarantees, Contingencies, and Commitments [Abstract] | ||
Guarantees, Contingencies, and Commitments | 9. Guarantees, Contingencies, and Commitments The Company has agreed to indemnify its clearing brokers for losses they may sustain from the customer accounts that trade on margin introduced by the Company. At March 31, 2020 and December 31, 2019, the total amount of customer balances subject to indemnification (i.e., unsecured margin debits) was immaterial. The Company also has entered into arrangements with various other third parties, many of which provide for indemnification of the third parties against losses, costs, claims, and liabilities arising from the performance of the Company’s obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements, and management believes the likelihood of a claim being made is remote, and therefore, an accrual has not been made in the consolidated From time to time, the Company is named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions, or other relief. The Company cannot predict the ultimate outcome of such matters. The consolidated financial statements include the necessary provisions for losses that the Company believes are probable and estimable, if any. Furthermore, the Company evaluates whether losses exist which may be reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations, or cash flows. | J. Guarantees, Contingencies, and Commitments The Company has agreed to indemnify its clearing brokers for losses they may sustain from the customer accounts that trade on margin introduced by the Company. At December 31, 2019 and 2018, the total amount of customer balances subject to indemnification (i.e., unsecured margin debits) was immaterial. The Company also has entered into arrangements with various other third parties, many of which provide for indemnification of the third parties against losses, costs, claims and liabilities arising from the performance of the Company’s obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements, and management believes the likelihood of a claim being made is remote, and therefore, an accrual has not been made in the financial statements. From time to time, the Company is named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. The Company cannot predict the ultimate outcome of such matters. The financial statements include the necessary provisions for losses that the Company believes are probable and estimable. Furthermore, the Company evaluates whether losses exist which may be reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations or cash flows. |
Net Capital Requirements (Q1)
Net Capital Requirements (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Net Capital Requirements [Abstract] | ||
Net Capital Requirements | 10. Net Capital Requirements As a registered broker-dealer, G.research is subject to the SEC Uniform Net Capital Rule 15c3-1 (the “Rule”), which specifies, among other requirements, minimum net capital requirements for registered broker-dealers. G.research computes its net capital under the alternative method as permitted by the Rule, which requires that minimum net capital be the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3. G.research is exempt from Rule 15c3-3 pursuant to paragraph (k)(2)(ii) of that rule which exempts all customer transactions cleared through another broker-dealer on a fully disclosed basis. In addition, our assets at the clearing broker-dealer are treated as allowable assets for net capital purposes as we have in place PAIB agreements pursuant to Rule 15c3-3. These requirements also provide that equity capital may not be withdrawn, advances to affiliates may not be made, or cash dividends paid if certain minimum net capital requirements are not met. G.research had net capital, as defined, of $4,347,017 and $4,618,033, exceeding the required amount of $250,000 by $4,097,017 and $4,368,033 at March 31, 2020 and December 31, 2019, respectively. | K. Net Capital Requirements As a registered broker-dealer, G.research is subject to the SEC Uniform Net Capital Rule 15c3-1 (the “Rule”), which specifies, among other requirements, minimum net capital requirements for registered broker-dealers. G.research computes its net capital under the alternative method as permitted by the Rule, which requires that minimum net capital be the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3. G.research is exempt from Rule 15c3-3 pursuant to paragraph (k)(2)(ii) of that rule which exempts all customer transactions cleared through another broker-dealer on a fully disclosed basis. In addition, our assets at the clearing broker-dealer are treated as allowable assets for net capital purposes as we have in place PAIB agreements pursuant to Rule 15c3-3. These requirements also provide that equity capital may not be withdrawn, advances to affiliates may not be made or cash dividends paid if certain minimum net capital requirements are not met. G.research had net capital, as defined, of $4,618,033 and $9,093,349, exceeding the required amount of $250,000 by $4,368,033 and $8,843,349 at December 31, 2019 and 2018, respectively. |
Subsequent Events (Q1)
Subsequent Events (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 11. Subsequent Events On June 9, 2020, the Company filed an amendment to the Company's amended and restated certificate of incorporation to effect a reverse split of shares of the Company's common stock, each on a 1-for-100 basis. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all common stock and additional paid in capital balances as well as share data, per share data and related information contained in the consolidated financial statements and related footnotes have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. The Reverse Stock Split was effected on June 10, 2020. | L. Subsequent Events The agreements between G.research and GAMCO and its affiliates to provide institutional research services were terminated effective January 1, 2020. On March 14, 2020, the Associated Capital Group Board of Directors authorized the spin-off of Morgan Group to AC shareholders. AC will distribute to its shareholders on a pro rata basis the 500,000 shares of Morgan that AC owns following regulatory approval. On June 9, 2020, the Company filed an amendment to the Company's amended and restated certificate of incorporation to effect a reverse split of shares of the Company's common stock, each on a 1-for-100 basis. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all common stock and additional paid in capital balances as well as share data, per share data and related information contained in the consolidated financial statements and related footnotes have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. The Reverse Stock Split was effected on June 10, 2020. In light of the dynamics created by COVID-19 and its impact on the global supply chain and banks, oil, travel and leisure, we anticipate lower transaction volumes from our institutional clients. Our order execution services are operating remotely. The sponsored conferences are taking place as planned using virtual service providers. While at the present time, the Company is unable to estimate the potential impact of the virus on its financial condition, a significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company’s clients would have a material adverse effect on the Company’s revenue. We will continue to monitor the virus’ impact on our customers, clients and financial results. |
Organization and Business Des_2
Organization and Business Description (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization and Business Description [Abstract] | ||
Organization and Business Description | Organization and Business Description Morgan Group Holding Co. (the “Company,” “Morgan Group,” or “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company which seeks acquisitions as part of its strategic alternatives. Prior to the October 31, 2019 merger with G.research, LLC (“G.research”), discussed below, Morgan Group had no operating companies. The Company acquired G.research from Associated Capital Group, Inc. (“AC”), an affiliate of the Company, on October 31, 2019, in exchange for issuing 500,000 shares of the Company’s common stock to AC (the “Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in turn, is a wholly-owned subsidiary of AC. After the transaction, AC has an 83.3% ownership interest in the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information in the financial statements of the Company issued after the Merger, including for the three months ended March 31, 2019 in these condensed consolidated financial statements. Consistent with our financial statements as of December 31, 2019 included in our annual report on Form 10-K, the common stock, additional paid in capital, and accumulated deficit amounts in these condensed consolidated financial statements have been restated as of December 31, 2018 to reflect the recapitalization in accordance with the shares issued as a result of the Merger. On March 16, 2020, AC’s Board of Directors approved the spin-off of the shares of common stock held by AC to AC’s shareholders. Upon execution of the spin-off, AC will distribute to its shareholders on a pro rata basis the 500,000 shares of Morgan that AC owns. G.research is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”). The Company provides institutional investors and investment partnerships with investment research with a particular focus on small-cap and mid-cap companies. The team of sell-side analysts follows industry sectors on a global basis and performs fundamental security analysis using a Private Market Value (“PMV”) framework. PMV investing is a disciplined, research-driven approach based on security analysis. In this process, the analyst selects stocks whose intrinsic value, based on the analyst’s estimate of current asset value and future growth and earnings power, is significantly different from the public market value as reflected in the public market. PMV is defined as the price an informed industrial buyer would be likely to pay to acquire the business. The research focuses on company fundamentals, cash flow statistics, and catalysts that will help realize returns. The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients, and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc. (“GBL”), an affiliate. The Company also earns investment income generated from its proprietary trading activities. The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Condensed Consolidated Statement of Financial Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed. The Company’s principal market is in the United States (“U.S”). | A. Organization and Business Description Morgan Group Holding Co. (the “Company”, “Morgan Group”. “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company which seeks acquisitions as part of its strategic alternatives. Prior to the October 31, 2019 merger with G.research, discussed below, Morgan Group had no operating companies. The Company acquired G.research, LLC (“G.research”) from Associated Capital Group, Inc. (“AC”), an affiliate of the Company, on October 31, 2019, in exchange for issuing 500,000 shares of the Company’s common stock to AC, (the "Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in turn, is a wholly-owned subsidiary of AC. After the transaction, AC has an 83.3% ownership interest in the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information. The common stock, additional paid in capital and earnings per share amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger. G.research is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”). The Company provides institutional investors and investment partnerships with investment research with a particular focus on small-cap and mid-cap companies. The team of sell-side analysts follows industry sectors on a global basis and performs fundamental security analysis using a Private Market Value (“PMV”) framework. PMV investing is a disciplined, research-driven approach based on security analysis. In this process, the analyst selects stocks whose intrinsic value, based on the analyst’s estimate of current asset value and future growth and earnings power, is significantly different from the public market value as reflected in the public market. PMV is defined as the price an informed industrial buyer would be likely to pay to acquire the business. The research focuses on company fundamentals, cash flow statistics, and catalysts that will help realize returns. The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc. (“GBL”) an affiliate. The Company also earns investment income generated from its proprietary trading activities. The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Consolidated Statement of Financial Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed. The Company’s principal market is in the United States. |
Significant Accounting Polici_2
Significant Accounting Policies (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Abstract] | ||
Significant Accounting Policies | 1. Significant Accounting Policies Basis of Presentation The unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair presentation of financial position, results of operations, and cash flows of Morgan for the interim periods presented and are not necessarily indicative of a full year’s results. The interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, G.research, from the date of the Merger with retrospective application. Intercompany accounts and transactions have been eliminated. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019. On June 10, 2020, the Company completed a 1-for-100 reverse stock split of the Company's outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the Company's issued and outstanding common stock decreased from 60,009,005 shares to 600,090. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all share and per share information as well as common stock and additional paid in capital balances contained in the consolidated financial statements and related footnotes have been restated to retroactively show the effect of the Reverse Stock Split. Use of Estimates The Company’s financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates. Recent Accounting Developments In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU”) 2016-02, Leases (Topic 842) , which amends the guidance in U.S. GAAP for the accounting for leases. ASU 2016-02 requires a lessee to recognize assets and liabilities arising from most operating leases in the consolidated statements of financial condition. The Company adopted this ASU effective January 1, 2019 with no material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), Leases (Topic 842): Effective Dates | B. Significant Accounting Policies On June 10, 2020, the Company completed a 1-for-100 reverse stock split of the Company's outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the Company's issued and outstanding common stock decreased from 60,009,005 shares to 600,090. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all share and per share information as well as common stock and additional paid in capital balances contained in the consolidated financial statements and related footnotes have been restated to retroactively show the effect of the Reverse Stock Split. Consolidated Financial Statements All intercompany transactions and balances have been eliminated. The Company consolidated the subsidiary from the date of the Merger with retrospective application. Segment Analysis The Company is one segment for reporting purposes. Cash and Cash Equivalents The Company held an investment in an affiliated money market mutual fund which is invested solely in U.S. Treasuries. Securities Owned, at Fair Value Securities owned, at fair value, including common stocks, closed-end funds and mutual funds, are recorded at fair value with the resulting realized and unrealized gains and losses reflected in principal transactions in the Consolidated Statements of Operations. Realized gains and losses from securities transactions are recorded on the identified cost basis. All securities transactions and transaction costs are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income and interest expense are accrued as earned or incurred. Deposits with Clearing Organizations Deposits with clearing organizations is restricted cash held at the clearing organizations. Fair Value of Financial Instruments The carrying amounts of all financial instruments in the Consolidated Statements of Financial Condition approximate their fair values. The Company’s financial instruments have been categorized based upon a fair value hierarchy: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets include cash equivalents. • Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. As of and during the years ended December 31, 2019 and 2018, there were no Level 2 securities owned. • Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. As of and during the years ended December 31, 2019 and 2018, there were no Level 3 securities owned. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Investments are transferred into and out of any level at their beginning period values. The availability of observable inputs can vary from instrument to instrument and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. In the absence of a closing price, an average of the bid and ask is used. Bid prices reflect the highest price that market participants are willing to pay for an asset. Ask prices represent the lowest price that market participants are willing to accept for an asset. Cash equivalents Receivables from Affiliates/Payables to Affiliates Receivables from affiliates consist of receivables from certain affiliates for expenses paid on their behalf. In 2019, payables to affiliates are primarily comprised of sales manager fees and expenses paid on behalf of the Company due to AC. In 2018, payables to affiliates are primarily comprised of estimated taxes due to AC. See Notes D and G. Revenue from Contracts with Customers See Note C. Dividends and Interest Dividends are recorded on the ex-dividend date. Interest income and interest expense are accrued as earned or incurred. These amounts are not related to contracts with customers. Depreciation Fixed assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives of four to seven years. Allocated Expenses The Company is charged or incurs certain overhead expenses that are included in general and administrative and occupancy and equipment expenses in the Consolidated Statements of Operations. These overhead expenses are allocated to the Company by AC and other AC affiliates or allocated by the Company to other AC affiliates as the expenses are incurred, based upon methodologies periodically reviewed by the management of the Company and the AC affiliates. In addition, Gabelli & Company Investment Advisers, Inc. (“GCIA”), a wholly – owned subsidiary of AC, and GAMCO Investors, Inc. (“GBL”) serve as paymasters for the Company under compensation payment sharing agreements. This includes compensation expense and related payroll taxes and benefits which are allocated to the Company for professional staff performing duties related entirely to the Company and those compensation expenses and related payroll taxes and benefits which relate to professional staff who serve more than one entity and whose compensation is therefore allocated to the Company as well as to its affiliates. These compensation expenses are included in compensation and related costs in the Consolidated Statements of Operations. Income Taxes Morgan Group Holding Co., which became part of the AC consolidated tax group after the merger on October 31, 2019, would generally not record an income tax provision as it was generally in a loss position for income tax purposes and any deferred tax benefit from net operating losses would be offset with a full valuation allowance. However, for the years ended December 31, 2019 and 2018, the Company is a member of a tax sharing agreement among members of the AC consolidated tax group and records an income tax provision. The Company generally settles either the benefit or expense with AC monthly, but not less than annually. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense/benefit in the period that includes the enactment date of the change in tax rate. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. A valuation allowance would be recorded to reduce the carrying value of deferred tax assets to the amount that is more likely than not to be realized. In making such a determination of whether a valuation allowance is necessary, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event the Company were to determine that the Company would be more likely than not to realize the Company’s deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the previously recorded deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process: (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position; and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes the accrual of interest on uncertain tax positions and penalties in income tax benefit on the Consolidated Statements of Operations. Accrued interest and penalties on uncertain tax positions are included within accrued expenses and other liabilities on the Consolidated Statements of Financial Condition. Use of Estimates The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates. Recent Accounting Developments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers [Abstract] | ||
Revenue from Contracts with Customers | 2. Revenue from Contracts with Customers The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers Significant judgments that affect the amounts and timing of revenue recognition: The Company’s analysis of the timing of revenue recognition of each revenue stream is based on the provisions of each respective contract. Performance obligations could, however, change from time to time if and when existing contracts are modified or new contracts are entered into. These changes could potentially affect the timing of satisfaction of performance obligations, the determination of the transaction price, and the allocation of the price to performance obligations. In the case of the revenue streams discussed below, the performance obligation is satisfied either at a point in time or over time. The judgments outlined below, where the determination as to these factors is discussed in detail, are continually reviewed and monitored by the Company when new contracts or contract modifications occur. Transaction price is in all instances formulaic and not subject to significant (or any) judgment at the current time. The Company’s assessment of the recognition of these revenues is as follows: Revenue from contracts with customers includes commissions, fees earned from affiliated entities pursuant to research services agreements, underwriting fees, and sales manager fees. Commissions Brokerage commissions Hard dollar payments Commission revenues are impacted by the perceived value of the research product provided to clients, the volume of securities transactions, and the acquisition or loss of new client relationships. Fees earned from affiliated entities pursuant to research services agreements The Company receives direct payments for research services provided to related parties pursuant to contracts. The contractual fee for the period is fixed and recognized ratably over the contract period, typically a calendar year, which is considered the period over which the Company satisfies its performance obligation. Payments for contracts with affiliated parties are collected monthly. Underwriting fees Underwriting fees Selling concessions Sales manager fees The Company participates as sales manager of at-the-market offerings of certain affiliated closed-end funds and receives a tiered percentage of proceeds as stipulated in agreements between the Company, the funds and the funds’ investment adviser. The Company recognizes sales manager fees upon sale of the related closed-end funds. Sales manager fees earned are fixed and typically collected from the clearing brokers utilized by the Company on a daily or weekly basis. Revenue Disaggregated Total revenues from contracts with customers by type were as follows for the three months ended March 31, 2020 and 2019: Three months ended March 31, 2020 2019 Commissions $ 936,784 $ 1,426,235 Hard dollar payments 102,159 109,010 1,038,943 1,535,245 Research services - 377,500 Underwriting fees 30,488 - Sales manager fees 334,825 - $ 1,404,256 $ 1,912,745 | C. Revenue from Contracts with Customers The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when the Company satisfies a performance obligation. Significant judgments that affect the amounts and timing of revenue recognition: The Company’s analysis of the timing of revenue recognition of each revenue stream is based on the provisions of each respective contract. Performance obligations could, however, change from time to time if and when existing contracts are modified or new contracts are entered into. These changes could potentially affect the timing of satisfaction of performance obligations, the determination of the transaction price, and the allocation of the price to performance obligations. In the case of the revenue streams discussed below, the performance obligation is satisfied either at a point in time or over time. The judgments outlined below, where the determination as to these factors is discussed in detail, are continually reviewed and monitored by the Company when new contracts or contract modifications occur. Transaction price is in all instances formulaic and not subject to significant (or any) judgment at the current time. The Company’s assessment of the recognition of these revenues is as follows: Revenue from contracts with customers includes commissions, fees earned from affiliated entities pursuant to research services agreements, underwriting fees and sales manager fees. Commissions Brokerage commissions Hard dollar payments Commission revenues are impacted by the perceived value of the research product provided to clients, the volume of securities transactions and the acquisition or loss of new client relationships. Fees earned from affiliated entities pursuant to research services agreements The Company receives direct payments for research services provided to related parties pursuant to contracts. The contractual fee for the period is fixed and recognized ratably over the contract period, typically a calendar year, which is considered the period over which the Company satisfies its performance obligation. Payments for contracts with affiliated parties are collected monthly. Underwriting fees Underwriting fees Selling concessions Sales manager fees The Company participates as sales manager of at-the-market offerings of certain affiliated closed-end funds and receives a tiered percentage of proceeds as stipulated in agreements between the Company, the funds and the funds’ investment adviser. The Company recognizes sales manager fees upon sale of the related closed-end funds. Sales manager fees earned are fixed and typically collected from the clearing brokers utilized by the Company on a daily or weekly basis. Total revenues from contracts with customers by type were as follows for the years ended December 31, 2019 and 2018: 2019 2018 Commissions $ 5,903,200 $ 5,349,348 Hard dollar payments 472,875 805,219 6,376,075 6,154,567 Research services 1,502,500 2,030,000 Underwriting fees 431,114 102,931 Sales manager fees 733,422 15,616 $ 9,043,111 $ 8,303,114 |
Related Party Transactions (FY)
Related Party Transactions (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 3. Related Party Transactions At March 31, 2020 and December 31, 2019, the Company had an investment of $5,661,750 and $6,579,577, respectively, in The Gabelli U.S. Treasury Money Market Fund advised by Gabelli Funds, LLC, which is an affiliate of the Company. The amount is recorded in cash and cash equivalents in the Condensed Consolidated Statements of Financial Condition. Income earned from this investment totaled $29,550 and $59,035 for the three months ended March 31, 2020 and 2019, respectively, and is included in dividends and interest revenues in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2020 and 2019, the Company earned $691,784 and $1,132,845, or approximately 67% and 74%, respectively, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds, LLC. (“Gabelli Funds”) and private wealth management clients advised by GAMCO Asset Management Inc., (“GAMCO Asset”), each affiliates of the Company. GAMCO Asset and Gabelli Funds paid a total of $377,500 to the Company pursuant to research services agreements (see Note 2) for the three months ended March 31, 2019. No amounts for such services were paid during the three months ended March 31, 2020. These agreements were terminated effective January 1, 2020. The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $334,825 and $0 during the three months ended March 31, 2020 and 2019, respectively. Sales manager fees are separately disclosed in the Condensed Consolidated Statements of Operations. The Company participated in the secondary offerings of the preferred stock of affiliated closed end funds in December 2019. The final settlements were received during March 2020 resulting in additional underwriting profit of $30,488. The Company pays AC a management fee equal to 20% of the Company’s year-to-date pretax profits before consideration of this fee. In the three months ended March 31, 2020 and 2019, the Company did not pay a management fee to AC as there were no pretax profits. AC has a sublease agreement with GBL that expired on April 1, 2020 and continues on a month to month basis. AC allocates this expense to the Company based on the percentage of square footage occupied by the Company’s employees (including pro rata allocation of common space). For the three months ended March 31, 2020 and 2019, the Company paid $27,113 and $82,913, respectively, to AC. These amounts are included within occupancy and equipment expenses on the Condensed Consolidated Statements of Operations. | D. Related Party Transactions At December 31, 2019 and 2018, the Company had an investment of $6,579,577 and $ 11,276,289, respectively, in The Gabelli U.S. Treasury Money Market Fund advised by Gabelli Funds, LLC, which is an affiliate of the Company. The amount is recorded in cash and cash equivalents in the Consolidated Statements of Financial Condition. Income earned from this investment totaled $175,846 and $157,581 in 2019 and 2018, respectively, and is included in dividends and interest revenues in the Consolidated Statements of Operations. In 2019 and 2018, the Company earned $4,875,768 and $3,825,998 or approximately, 76% and 62%, respectively, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds, LLC., (“Gabelli Funds”) and private wealth management clients advised by GAMCO Asset Management Inc., (“GAMCO Asset”), each affiliates of the Company. GAMCO Asset and Gabelli Funds each paid $752,550 and $750,000, to the Company pursuant to research services agreements (see Note C) for the year ended December 31, 2019 and $1,000,000 and $1,030,000, for the year ended December 31, 2018. Effective February 1, 2019, the Company amended its existing research service agreements, whereby GAMCO Asset and Gabelli Funds shall each pay $62,500 per month for research services provided. These agreements were terminable immediately upon notice. These agreements were terminated on January 1, 2020. The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $729,893 and $15,616 during 2019 and 2018, respectively. Sales manager fees are separately disclosed in the Statements of Operations. The Company participated in the secondary offerings of the preferred stock of affiliated closed end funds during 2019 and 2018 as participants in the underwriting syndicate and selling groups earning $431,114 and $102,930. During 2018, the Company had investments in mutual fund and closed-end funds advised by Gabelli Funds, LLC and GBL stock that were sold during the year. Dividend income earned from these affiliated investments totaled $1,393,132 in 2018, and is included in dividends and interest revenues in the Consolidated Statements of Operations. The Company also recorded related investment losses of $21,332,884 during 2018, which are included in principal transactions in the Consolidated Statements of Operations. The Company made a non-cash return of capital to AC on December 3, 2018, totaling $85,606,259 in the form of securities with a fair value of $80,877,637 and a tax receivable settlement of $4,728,622. The securities included certain common stocks, closed-end funds and a mutual fund, of which $70,970,347 million were affiliated investments. The Company consequently realized net losses totaling $16,880,403, which are included in the affiliated investment losses of $21,332,884 noted above. On December 31, 2018, AC paid $3,436,000 to G.research in exchange for the remaining 200,000 shares of GBL common stock. The Company realized net losses of $2,332,000 in relation to this exchange, which is included in the affiliated investment losses of $21,332,884 noted above. The Company also pays to or receives from AC the amount of its portion of the current tax expense or benefit as part of a tax sharing agreement. During 2018, with respect to the tax amount resulting from the exchange of GBL stock, AC paid the Company $814,310. The Company made a cash return of capital to AC on June 19, 2019, in the amount of $3,300,000. AC made two capital contributions pursuant to the merger between G.research and Morgan Group on October 28, 2019 and November 21, 2019, of $300,000 and $110,889, respectively. See Note I. The Company pays AC a management fee equal to 20% of the Company’s year-to-date pretax profits before consideration of this fee. In 2019 and 2018, the Company did not pay a management fee to AC as there were no pretax profits. AC has a sublease agreement with GBL that currently expires on April 1, 2020, which is subject to annual renewal. AC allocates this expense to the Company based on the percentage of square footage occupied by the Company’s employees (including pro rata allocation of common space). Pursuant to the sublease, AC and the Company shall pay a monthly fixed lease amount for the twelve-month contractual period. For the years ended December 31, 2019 and 2018, the Company paid $321,975 and $314,691, respectively, under the sublease agreement. These amounts are included within occupancy and equipment expenses on the Consolidated Statements of Operations. |
Fair Value (FY)
Fair Value (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value [Abstract] | ||
Fair Value | 4. Fair Value The carrying amounts of all financial instruments in the Condensed Consolidated Statements of Financial Condition approximate their fair values. The Company’s financial instruments have been categorized based upon a fair value hierarchy: - Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets include cash equivalents. - Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. - Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. These assets include infrequently traded common stocks. The following tables present information about the Company’s assets and liabilities by major category measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value: Assets Measured at Fair Value on a Recurring Basis as of March 31, 2020: Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash equivalents $ 5,661,750 $ - $ - $ 5,661,750 Total assets at fair value $ 5,661,750 $ - $ - $ 5,661,750 There were no transfers between any Levels during the three months ended March 31, 2020. Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019: Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash equivalents $ 6,579,577 $ - $ - $ 6,579,577 Total assets at fair value $ 6,579,577 $ - $ - $ 6,579,577 There were no transfers between any Levels during the year ended December 31, 2019. Cash equivalents primarily consist of an affiliated money market mutual fund which is invested solely in U.S. Treasuries and valued based on the net asset value of the fund. Financial assets disclosed but not carried at fair value The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items. | E. Fair Value The following tables present information about the Company’s assets and liabilities by major category measured at fair value on a recurring basis as of December 31, 2019 and 2018 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value: Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019: December 31, 2019 Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Cash equivalents $ 6,579,577 $ - $ - $ 6,579,577 Total assets at fair value $ 6,579,577 $ - $ - $ 6,579,577 There were no transfers between any Levels during the year ended December 31, 2019. Assets Measured at Fair Value on a Recurring Basis as of December 31, 2018: December 31, 2018 Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Cash equivalents $ 11,276,869 $ - $ - $ 11,276,869 Total assets at fair value $ 11,276,869 $ - $ - $ 11,276,869 There were no transfers between any Levels during the year ended December 31, 2018. |
Retirement Plan (FY)
Retirement Plan (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Retirement Plan [Abstract] | ||
Retirement Plan | 5. Retirement Plan The Company participates in Associated Capital’s incentive savings plan (the “Plan”), covering substantially all employees. Company contributions to the Plan are determined annually by management of the Company and AC’s Board of Directors but may not exceed the amount permitted as a deductible expense under the Internal Revenue Code. Amounts expensed for allocated contributions to this Plan amounted to approximately $4,436 and $4,436 for the three months ended March 31, 2020 and 2019, respectively, and were recorded as compensation and related costs in the Condensed Consolidated Statements of Operations. | F. Retirement Plan The Company participates in Associated Capital’s incentive savings plan (the “Plan”), covering substantially all employees. Company contributions to the Plan are determined annually by management of the Company and AC’s Board of Directors but may not exceed the amount permitted as a deductible expense under the Internal Revenue Code. Amounts expensed for allocated contributions to this Plan amounted to approximately $17,746 and $6,919 in 2019 and 2018, respectively, and are recorded as compensation and related costs in the Consolidated Statements of Operations. |
Income Taxes (FY)
Income Taxes (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | ||
Income Taxes | 6. Income Taxes The effective tax rate for the three months ended March 31, 2020 and 2019 was 32.6% and 20.4%, respectively. For the three months ended March 31, 2020 the rate impact was related to a net operating loss carryback at higher federal rates. | G. Income Taxes Through October 31, 2019, Morgan Group Holding Co. filed its Federal and state tax returns on a standalone basis. Additionally, as a result of the Merger, operations of Morgan Group Holding Co. for the period November 1, 2019 to December 31, 2019 were included in the consolidated U.S. Federal and certain state and local income tax returns of AC. For the years ended December 31, 2018 and 2019, the operations of G.research were included in the consolidated U.S. Federal and certain state and local income tax returns of AC. The Company’s federal and certain state and local income taxes are calculated as if the Company filed on a separate return basis, and the amount of current tax or benefit is either remitted to or received from AC using a benefits for loss approach such that net operating loss (or other tax attribute) is characterized as realized by the Company when those tax attributes are utilized in the consolidated tax return of AC. This is the case even if the Company would not otherwise have realized those tax attributes. Income tax benefit for the years ending December 31 consisted of: 2018 2018 Federal: Current $ (707,040 ) $ (4,689,749 ) Deferred 215,992 (754,514 ) State and local: Current (63,942 ) (456,626 ) Deferred 54,087 (202,040 ) Total $ (500,903 ) $ (6,102,929 ) A reconciliation of the federal statutory rate to the effective tax rate for the years ended December 31 is set forth below: 2019 2018 Statutory Federal income tax rate 21.0 % 21.0 % State income tax, net of Federal benefit -2.18 % 2.21 % State Valuation Allowance 3.16 % -0.24 % Federal Valuation Allowance 0.20 % -0.04 % Dividends Received Deductions 0.00 % 0.32 % Other -1.33 % -0.13 % Effective income tax rate 20.85 % 23.12 % Significant components of our deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Federal and State NOL Carryforward 174,590 229,095 Stock-based Compensation - 30,096 Compensation - 266,820 Other 5,359 33,952 Total Gross DTA 179,949 559,963 Less: Valuation Allowance (174,590 ) (275,522 ) Total Deferred Tax Assets 5,359 284,441 Deferred tax liabilities: Stock Based Compensation (2,349 ) - Deferred State Income Tax (80 ) (11,432 ) (2,429 ) (11,432 ) Net deferred tax assets 2,930 273,009 In accordance to the Code 382 of the Internal Revenue Code corporations are generally required to limit the amount of its income in future years that can be offset by historic losses, i.e., net operating loss (NOL) carryforwards and certain built-in losses, after a corporation has undergone an ownership change . At December 31, 2019 and 2018, for Federal and for certain states in which the Company files separate tax returns, the Company recorded deferred tax assets of approximately $174,590 and $229,095, respectively, relating to net operating losses. The Company concluded that it is not more likely than not that the benefit from federal net operating loss and these separate state net operating loss carryforwards will be realized and has provided a valuation allowance for the full amount of the related deferred tax assets. As of December 31, 2019, the Company is not aware of any potentially material uncertain tax positions that were not included in the Company’s financial statements. The Company, which includes G. research, LLC and is part of the AC’s unitary filing group, is not under any tax examination as of December 31, 2019. The Company has filed most of its 2018 corporate income tax returns in states where they have determined a filing obligation exists. The Company continues to work on filing tax returns in certain states and intends to complete these filings by first quarter 2020. The Company believes there are no uncertain tax positions (“UTPs”) as it relates to their federal and state filings, and as such has not recorded any tax expense related to UTPs. As of December 31, 2018, the Company’s gross unrecognized tax benefits which relate to uncertain tax positions were $5,688 of which $4,494, if recognized, would affect the Company’s effective tax rate. The Company continues to recognize both interest and penalties with respect to unrecognized tax benefits as income tax expense. The Company had accrued a liability of $3,071 for interest and penalties as of December 31, 2018. As of December 31, 2019 and 2018, management has not identified any potential subsequent events that could have a significant impact on unrecognized tax benefits within the next twelve months. The Company remains subject to income tax examination by the IRS for years 2016 and 2018 and state examinations for years after 2012. |
Earnings per Share (FY)
Earnings per Share (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings per Share [Abstract] | ||
Earnings per Share | 7. Earnings per Share Basic earnings per share is computed by dividing net income / (loss) attributable to shareholders by the weighted average number of shares outstanding during the period. There were no dilutive shares outstanding during the periods. The computations of basic and diluted net loss per share are as follows: Three Months Ended March 31, 2019 2018 Basic and diluted: Net loss attributable to shareholders $ (282,454 ) $ (1,040,642 ) Weighted average shares outstanding 600,090 548,590 Basic and diluted net loss per share $ (0.47 ) $ (1.90 ) | H. Earnings per Share Basic earnings per share is computed by dividing net income/(loss) attributable to shareholders by the weighted average number of shares outstanding during the period. There were no dilutive shares outstanding during the periods. The computations of basic and diluted net loss per share are as follows (in thousands, except per share data): For the Years Ending December 31, 2019 2018 Basic: Net loss attributable to shareholders $ (1,906,592 ) $ (20,292,903 ) Weighted average shares outstanding 557,338 545,426 Basic net loss attributable per share $ (3.42 ) $ (37.21 ) Diluted: Net loss attributable to shareholders $ (1,906,592 ) $ (20,292,903 ) Weighted average share outstanding 557,338 545,426 Diluted net loss per share $ (3.42 ) $ (37.21 ) |
Equity (FY)
Equity (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Equity | 8. Equity In conjunction with the Merger on October 31, 2019, the Company issued 500,000 shares of common stock to AC. The common stock, additional paid in capital, earnings per share, and accumulated deficit amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger. See the Organization and Business Description Note above for detail. | I. Equity On March 19, 2018 the Company sold in a private placement to LICT, 15,000 of its shares common stock for $180,000, or $12.00 per share. G.research returned capital to AC on December 3, 2018 totaling $85,606,259 in the form of securities with a fair value of $80,877,637 and a tax receivable settlement of $4,728,622. In the normal course of business, G.research made cash return of capital to AC on June 19, 2019 in the amount of $3,300,000. In conjunction with the Merger on October 31, 2019, AC made two capital contributions to the Company on October 28, 2019 and November 21, 2019 of $300,000 and $110,889, respectively. In conjunction with the Merger on October 31, 2019, the Company issued 500,000 shares of common stock to AC. The common stock, additional paid in capital,earnings per share and accumulated deficit amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger. See Note D Related Party Transactions for detail. |
Guarantees, Contingencies, an_2
Guarantees, Contingencies, and Commitments (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Guarantees, Contingencies, and Commitments [Abstract] | ||
Guarantees, Contingencies, and Commitments | 9. Guarantees, Contingencies, and Commitments The Company has agreed to indemnify its clearing brokers for losses they may sustain from the customer accounts that trade on margin introduced by the Company. At March 31, 2020 and December 31, 2019, the total amount of customer balances subject to indemnification (i.e., unsecured margin debits) was immaterial. The Company also has entered into arrangements with various other third parties, many of which provide for indemnification of the third parties against losses, costs, claims, and liabilities arising from the performance of the Company’s obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements, and management believes the likelihood of a claim being made is remote, and therefore, an accrual has not been made in the consolidated From time to time, the Company is named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions, or other relief. The Company cannot predict the ultimate outcome of such matters. The consolidated financial statements include the necessary provisions for losses that the Company believes are probable and estimable, if any. Furthermore, the Company evaluates whether losses exist which may be reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations, or cash flows. | J. Guarantees, Contingencies, and Commitments The Company has agreed to indemnify its clearing brokers for losses they may sustain from the customer accounts that trade on margin introduced by the Company. At December 31, 2019 and 2018, the total amount of customer balances subject to indemnification (i.e., unsecured margin debits) was immaterial. The Company also has entered into arrangements with various other third parties, many of which provide for indemnification of the third parties against losses, costs, claims and liabilities arising from the performance of the Company’s obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements, and management believes the likelihood of a claim being made is remote, and therefore, an accrual has not been made in the financial statements. From time to time, the Company is named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. The Company cannot predict the ultimate outcome of such matters. The financial statements include the necessary provisions for losses that the Company believes are probable and estimable. Furthermore, the Company evaluates whether losses exist which may be reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations or cash flows. |
Net Capital Requirements (FY)
Net Capital Requirements (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Net Capital Requirements [Abstract] | ||
Net Capital Requirements | 10. Net Capital Requirements As a registered broker-dealer, G.research is subject to the SEC Uniform Net Capital Rule 15c3-1 (the “Rule”), which specifies, among other requirements, minimum net capital requirements for registered broker-dealers. G.research computes its net capital under the alternative method as permitted by the Rule, which requires that minimum net capital be the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3. G.research is exempt from Rule 15c3-3 pursuant to paragraph (k)(2)(ii) of that rule which exempts all customer transactions cleared through another broker-dealer on a fully disclosed basis. In addition, our assets at the clearing broker-dealer are treated as allowable assets for net capital purposes as we have in place PAIB agreements pursuant to Rule 15c3-3. These requirements also provide that equity capital may not be withdrawn, advances to affiliates may not be made, or cash dividends paid if certain minimum net capital requirements are not met. G.research had net capital, as defined, of $4,347,017 and $4,618,033, exceeding the required amount of $250,000 by $4,097,017 and $4,368,033 at March 31, 2020 and December 31, 2019, respectively. | K. Net Capital Requirements As a registered broker-dealer, G.research is subject to the SEC Uniform Net Capital Rule 15c3-1 (the “Rule”), which specifies, among other requirements, minimum net capital requirements for registered broker-dealers. G.research computes its net capital under the alternative method as permitted by the Rule, which requires that minimum net capital be the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3. G.research is exempt from Rule 15c3-3 pursuant to paragraph (k)(2)(ii) of that rule which exempts all customer transactions cleared through another broker-dealer on a fully disclosed basis. In addition, our assets at the clearing broker-dealer are treated as allowable assets for net capital purposes as we have in place PAIB agreements pursuant to Rule 15c3-3. These requirements also provide that equity capital may not be withdrawn, advances to affiliates may not be made or cash dividends paid if certain minimum net capital requirements are not met. G.research had net capital, as defined, of $4,618,033 and $9,093,349, exceeding the required amount of $250,000 by $4,368,033 and $8,843,349 at December 31, 2019 and 2018, respectively. |
Subsequent Events (FY)
Subsequent Events (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 11. Subsequent Events On June 9, 2020, the Company filed an amendment to the Company's amended and restated certificate of incorporation to effect a reverse split of shares of the Company's common stock, each on a 1-for-100 basis. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all common stock and additional paid in capital balances as well as share data, per share data and related information contained in the consolidated financial statements and related footnotes have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. The Reverse Stock Split was effected on June 10, 2020. | L. Subsequent Events The agreements between G.research and GAMCO and its affiliates to provide institutional research services were terminated effective January 1, 2020. On March 14, 2020, the Associated Capital Group Board of Directors authorized the spin-off of Morgan Group to AC shareholders. AC will distribute to its shareholders on a pro rata basis the 500,000 shares of Morgan that AC owns following regulatory approval. On June 9, 2020, the Company filed an amendment to the Company's amended and restated certificate of incorporation to effect a reverse split of shares of the Company's common stock, each on a 1-for-100 basis. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all common stock and additional paid in capital balances as well as share data, per share data and related information contained in the consolidated financial statements and related footnotes have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. The Reverse Stock Split was effected on June 10, 2020. In light of the dynamics created by COVID-19 and its impact on the global supply chain and banks, oil, travel and leisure, we anticipate lower transaction volumes from our institutional clients. Our order execution services are operating remotely. The sponsored conferences are taking place as planned using virtual service providers. While at the present time, the Company is unable to estimate the potential impact of the virus on its financial condition, a significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company’s clients would have a material adverse effect on the Company’s revenue. We will continue to monitor the virus’ impact on our customers, clients and financial results. |
Organization and Business Des_3
Organization and Business Description (Q1) (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization and Business Description [Abstract] | |
Organization and Business Description | Organization and Business Description Morgan Group Holding Co. (the “Company,” “Morgan Group,” or “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company which seeks acquisitions as part of its strategic alternatives. Prior to the October 31, 2019 merger with G.research, LLC (“G.research”), discussed below, Morgan Group had no operating companies. The Company acquired G.research from Associated Capital Group, Inc. (“AC”), an affiliate of the Company, on October 31, 2019, in exchange for issuing 500,000 shares of the Company’s common stock to AC (the “Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in turn, is a wholly-owned subsidiary of AC. After the transaction, AC has an 83.3% ownership interest in the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information in the financial statements of the Company issued after the Merger, including for the three months ended March 31, 2019 in these condensed consolidated financial statements. Consistent with our financial statements as of December 31, 2019 included in our annual report on Form 10-K, the common stock, additional paid in capital, and accumulated deficit amounts in these condensed consolidated financial statements have been restated as of December 31, 2018 to reflect the recapitalization in accordance with the shares issued as a result of the Merger. On March 16, 2020, AC’s Board of Directors approved the spin-off of the shares of common stock held by AC to AC’s shareholders. Upon execution of the spin-off, AC will distribute to its shareholders on a pro rata basis the 500,000 shares of Morgan that AC owns. G.research is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”). The Company provides institutional investors and investment partnerships with investment research with a particular focus on small-cap and mid-cap companies. The team of sell-side analysts follows industry sectors on a global basis and performs fundamental security analysis using a Private Market Value (“PMV”) framework. PMV investing is a disciplined, research-driven approach based on security analysis. In this process, the analyst selects stocks whose intrinsic value, based on the analyst’s estimate of current asset value and future growth and earnings power, is significantly different from the public market value as reflected in the public market. PMV is defined as the price an informed industrial buyer would be likely to pay to acquire the business. The research focuses on company fundamentals, cash flow statistics, and catalysts that will help realize returns. The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients, and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc. (“GBL”), an affiliate. The Company also earns investment income generated from its proprietary trading activities. The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Condensed Consolidated Statement of Financial Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed. The Company’s principal market is in the United States (“U.S”). |
Significant Accounting Polici_3
Significant Accounting Policies (Q1) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair presentation of financial position, results of operations, and cash flows of Morgan for the interim periods presented and are not necessarily indicative of a full year’s results. The interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, G.research, from the date of the Merger with retrospective application. Intercompany accounts and transactions have been eliminated. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019. On June 10, 2020, the Company completed a 1-for-100 reverse stock split of the Company's outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the Company's issued and outstanding common stock decreased from 60,009,005 shares to 600,090. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all share and per share information as well as common stock and additional paid in capital balances contained in the consolidated financial statements and related footnotes have been restated to retroactively show the effect of the Reverse Stock Split. | Morgan Group Holding Co. (the “Company”, “Morgan Group”. “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company which seeks acquisitions as part of its strategic alternatives. Prior to the October 31, 2019 merger with G.research, discussed below, Morgan Group had no operating companies. The Company acquired G.research, LLC (“G.research”) from Associated Capital Group, Inc. (“AC”), an affiliate of the Company, on October 31, 2019, in exchange for issuing 500,000 shares of the Company’s common stock to AC, (the "Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in turn, is a wholly-owned subsidiary of AC. After the transaction, AC has an 83.3% ownership interest in the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information. The common stock, additional paid in capital and earnings per share amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger. G.research is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”). The Company provides institutional investors and investment partnerships with investment research with a particular focus on small-cap and mid-cap companies. The team of sell-side analysts follows industry sectors on a global basis and performs fundamental security analysis using a Private Market Value (“PMV”) framework. PMV investing is a disciplined, research-driven approach based on security analysis. In this process, the analyst selects stocks whose intrinsic value, based on the analyst’s estimate of current asset value and future growth and earnings power, is significantly different from the public market value as reflected in the public market. PMV is defined as the price an informed industrial buyer would be likely to pay to acquire the business. The research focuses on company fundamentals, cash flow statistics, and catalysts that will help realize returns. The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc. (“GBL”) an affiliate. The Company also earns investment income generated from its proprietary trading activities. The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Consolidated Statement of Financial Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed. The Company’s principal market is in the United States. |
Use of Estimates | Use of Estimates The Company’s financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates. | Use of Estimates The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates. |
Recent Accounting Developments | Recent Accounting Developments In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU”) 2016-02, Leases (Topic 842) , which amends the guidance in U.S. GAAP for the accounting for leases. ASU 2016-02 requires a lessee to recognize assets and liabilities arising from most operating leases in the consolidated statements of financial condition. The Company adopted this ASU effective January 1, 2019 with no material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), Leases (Topic 842): Effective Dates | Recent Accounting Developments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) |
Organization and Business Des_4
Organization and Business Description (FY) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization and Business Description [Abstract] | ||
Organization and Business Description | Basis of Presentation The unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair presentation of financial position, results of operations, and cash flows of Morgan for the interim periods presented and are not necessarily indicative of a full year’s results. The interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, G.research, from the date of the Merger with retrospective application. Intercompany accounts and transactions have been eliminated. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019. On June 10, 2020, the Company completed a 1-for-100 reverse stock split of the Company's outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the Company's issued and outstanding common stock decreased from 60,009,005 shares to 600,090. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, unless otherwise noted, all share and per share information as well as common stock and additional paid in capital balances contained in the consolidated financial statements and related footnotes have been restated to retroactively show the effect of the Reverse Stock Split. | Morgan Group Holding Co. (the “Company”, “Morgan Group”. “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company which seeks acquisitions as part of its strategic alternatives. Prior to the October 31, 2019 merger with G.research, discussed below, Morgan Group had no operating companies. The Company acquired G.research, LLC (“G.research”) from Associated Capital Group, Inc. (“AC”), an affiliate of the Company, on October 31, 2019, in exchange for issuing 500,000 shares of the Company’s common stock to AC, (the "Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in turn, is a wholly-owned subsidiary of AC. After the transaction, AC has an 83.3% ownership interest in the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information. The common stock, additional paid in capital and earnings per share amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger. G.research is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”). The Company provides institutional investors and investment partnerships with investment research with a particular focus on small-cap and mid-cap companies. The team of sell-side analysts follows industry sectors on a global basis and performs fundamental security analysis using a Private Market Value (“PMV”) framework. PMV investing is a disciplined, research-driven approach based on security analysis. In this process, the analyst selects stocks whose intrinsic value, based on the analyst’s estimate of current asset value and future growth and earnings power, is significantly different from the public market value as reflected in the public market. PMV is defined as the price an informed industrial buyer would be likely to pay to acquire the business. The research focuses on company fundamentals, cash flow statistics, and catalysts that will help realize returns. The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc. (“GBL”) an affiliate. The Company also earns investment income generated from its proprietary trading activities. The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Consolidated Statement of Financial Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed. The Company’s principal market is in the United States. |
Significant Accounting Polici_4
Significant Accounting Policies (FY) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Abstract] | ||
Consolidated Financial Statements | Consolidated Financial Statements All intercompany transactions and balances have been eliminated. The Company consolidated the subsidiary from the date of the Merger with retrospective application. | |
Segment Analysis | Segment Analysis The Company is one segment for reporting purposes. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company held an investment in an affiliated money market mutual fund which is invested solely in U.S. Treasuries. | |
Securities Owned, at Fair Value | Securities Owned, at Fair Value Securities owned, at fair value, including common stocks, closed-end funds and mutual funds, are recorded at fair value with the resulting realized and unrealized gains and losses reflected in principal transactions in the Consolidated Statements of Operations. Realized gains and losses from securities transactions are recorded on the identified cost basis. All securities transactions and transaction costs are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income and interest expense are accrued as earned or incurred. | |
Deposits with Clearing Organizations | Deposits with Clearing Organizations Deposits with clearing organizations is restricted cash held at the clearing organizations. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of all financial instruments in the Consolidated Statements of Financial Condition approximate their fair values. The Company’s financial instruments have been categorized based upon a fair value hierarchy: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets include cash equivalents. • Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. As of and during the years ended December 31, 2019 and 2018, there were no Level 2 securities owned. • Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. As of and during the years ended December 31, 2019 and 2018, there were no Level 3 securities owned. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Investments are transferred into and out of any level at their beginning period values. The availability of observable inputs can vary from instrument to instrument and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. In the absence of a closing price, an average of the bid and ask is used. Bid prices reflect the highest price that market participants are willing to pay for an asset. Ask prices represent the lowest price that market participants are willing to accept for an asset. Cash equivalents | |
Receivables from Affiliates/Payables to Affiliates | Receivables from Affiliates/Payables to Affiliates Receivables from affiliates consist of receivables from certain affiliates for expenses paid on their behalf. In 2019, payables to affiliates are primarily comprised of sales manager fees and expenses paid on behalf of the Company due to AC. In 2018, payables to affiliates are primarily comprised of estimated taxes due to AC. See Notes D and G. | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers See Note C. | |
Dividends and Interest | Dividends and Interest Dividends are recorded on the ex-dividend date. Interest income and interest expense are accrued as earned or incurred. These amounts are not related to contracts with customers. | |
Depreciation | Depreciation Fixed assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives of four to seven years. | |
Allocated Expenses | Allocated Expenses The Company is charged or incurs certain overhead expenses that are included in general and administrative and occupancy and equipment expenses in the Consolidated Statements of Operations. These overhead expenses are allocated to the Company by AC and other AC affiliates or allocated by the Company to other AC affiliates as the expenses are incurred, based upon methodologies periodically reviewed by the management of the Company and the AC affiliates. In addition, Gabelli & Company Investment Advisers, Inc. (“GCIA”), a wholly – owned subsidiary of AC, and GAMCO Investors, Inc. (“GBL”) serve as paymasters for the Company under compensation payment sharing agreements. This includes compensation expense and related payroll taxes and benefits which are allocated to the Company for professional staff performing duties related entirely to the Company and those compensation expenses and related payroll taxes and benefits which relate to professional staff who serve more than one entity and whose compensation is therefore allocated to the Company as well as to its affiliates. These compensation expenses are included in compensation and related costs in the Consolidated Statements of Operations. | |
Income Taxes | Income Taxes Morgan Group Holding Co., which became part of the AC consolidated tax group after the merger on October 31, 2019, would generally not record an income tax provision as it was generally in a loss position for income tax purposes and any deferred tax benefit from net operating losses would be offset with a full valuation allowance. However, for the years ended December 31, 2019 and 2018, the Company is a member of a tax sharing agreement among members of the AC consolidated tax group and records an income tax provision. The Company generally settles either the benefit or expense with AC monthly, but not less than annually. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense/benefit in the period that includes the enactment date of the change in tax rate. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. A valuation allowance would be recorded to reduce the carrying value of deferred tax assets to the amount that is more likely than not to be realized. In making such a determination of whether a valuation allowance is necessary, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event the Company were to determine that the Company would be more likely than not to realize the Company’s deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the previously recorded deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process: (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position; and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes the accrual of interest on uncertain tax positions and penalties in income tax benefit on the Consolidated Statements of Operations. Accrued interest and penalties on uncertain tax positions are included within accrued expenses and other liabilities on the Consolidated Statements of Financial Condition. | |
Use of Estimates | Use of Estimates The Company’s financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates. | Use of Estimates The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates. |
Recent Accounting Developments | Recent Accounting Developments In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU”) 2016-02, Leases (Topic 842) , which amends the guidance in U.S. GAAP for the accounting for leases. ASU 2016-02 requires a lessee to recognize assets and liabilities arising from most operating leases in the consolidated statements of financial condition. The Company adopted this ASU effective January 1, 2019 with no material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), Leases (Topic 842): Effective Dates | Recent Accounting Developments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers [Abstract] | ||
Total Revenues by Type | Total revenues from contracts with customers by type were as follows for the three months ended March 31, 2020 and 2019: Three months ended March 31, 2020 2019 Commissions $ 936,784 $ 1,426,235 Hard dollar payments 102,159 109,010 1,038,943 1,535,245 Research services - 377,500 Underwriting fees 30,488 - Sales manager fees 334,825 - $ 1,404,256 $ 1,912,745 | Total revenues from contracts with customers by type were as follows for the years ended December 31, 2019 and 2018: 2019 2018 Commissions $ 5,903,200 $ 5,349,348 Hard dollar payments 472,875 805,219 6,376,075 6,154,567 Research services 1,502,500 2,030,000 Underwriting fees 431,114 102,931 Sales manager fees 733,422 15,616 $ 9,043,111 $ 8,303,114 |
Fair Value (Q1) (Tables)
Fair Value (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value [Abstract] | ||
Assets Measured at Fair Value on a Recurring Basis | Assets Measured at Fair Value on a Recurring Basis as of March 31, 2020: Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash equivalents $ 5,661,750 $ - $ - $ 5,661,750 Total assets at fair value $ 5,661,750 $ - $ - $ 5,661,750 There were no transfers between any Levels during the three months ended March 31, 2020. Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019: Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash equivalents $ 6,579,577 $ - $ - $ 6,579,577 Total assets at fair value $ 6,579,577 $ - $ - $ 6,579,577 There were no transfers between any Levels during the year ended December 31, 2019. | Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019: December 31, 2019 Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Cash equivalents $ 6,579,577 $ - $ - $ 6,579,577 Total assets at fair value $ 6,579,577 $ - $ - $ 6,579,577 There were no transfers between any Levels during the year ended December 31, 2019. Assets Measured at Fair Value on a Recurring Basis as of December 31, 2018: December 31, 2018 Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Cash equivalents $ 11,276,869 $ - $ - $ 11,276,869 Total assets at fair value $ 11,276,869 $ - $ - $ 11,276,869 |
Earnings per Share (Q1) (Tables
Earnings per Share (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings per Share [Abstract] | ||
Computations of Basic and Diluted Net Loss Per Share | The computations of basic and diluted net loss per share are as follows: Three Months Ended March 31, 2019 2018 Basic and diluted: Net loss attributable to shareholders $ (282,454 ) $ (1,040,642 ) Weighted average shares outstanding 600,090 548,590 Basic and diluted net loss per share $ (0.47 ) $ (1.90 ) | The computations of basic and diluted net loss per share are as follows (in thousands, except per share data): For the Years Ending December 31, 2019 2018 Basic: Net loss attributable to shareholders $ (1,906,592 ) $ (20,292,903 ) Weighted average shares outstanding 557,338 545,426 Basic net loss attributable per share $ (3.42 ) $ (37.21 ) Diluted: Net loss attributable to shareholders $ (1,906,592 ) $ (20,292,903 ) Weighted average share outstanding 557,338 545,426 Diluted net loss per share $ (3.42 ) $ (37.21 ) |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers [Abstract] | ||
Total Revenues by Type | Total revenues from contracts with customers by type were as follows for the three months ended March 31, 2020 and 2019: Three months ended March 31, 2020 2019 Commissions $ 936,784 $ 1,426,235 Hard dollar payments 102,159 109,010 1,038,943 1,535,245 Research services - 377,500 Underwriting fees 30,488 - Sales manager fees 334,825 - $ 1,404,256 $ 1,912,745 | Total revenues from contracts with customers by type were as follows for the years ended December 31, 2019 and 2018: 2019 2018 Commissions $ 5,903,200 $ 5,349,348 Hard dollar payments 472,875 805,219 6,376,075 6,154,567 Research services 1,502,500 2,030,000 Underwriting fees 431,114 102,931 Sales manager fees 733,422 15,616 $ 9,043,111 $ 8,303,114 |
Fair Value (FY) (Tables)
Fair Value (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value [Abstract] | ||
Assets Measured at Fair Value on a Recurring Basis | Assets Measured at Fair Value on a Recurring Basis as of March 31, 2020: Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash equivalents $ 5,661,750 $ - $ - $ 5,661,750 Total assets at fair value $ 5,661,750 $ - $ - $ 5,661,750 There were no transfers between any Levels during the three months ended March 31, 2020. Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019: Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash equivalents $ 6,579,577 $ - $ - $ 6,579,577 Total assets at fair value $ 6,579,577 $ - $ - $ 6,579,577 There were no transfers between any Levels during the year ended December 31, 2019. | Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019: December 31, 2019 Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Cash equivalents $ 6,579,577 $ - $ - $ 6,579,577 Total assets at fair value $ 6,579,577 $ - $ - $ 6,579,577 There were no transfers between any Levels during the year ended December 31, 2019. Assets Measured at Fair Value on a Recurring Basis as of December 31, 2018: December 31, 2018 Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Cash equivalents $ 11,276,869 $ - $ - $ 11,276,869 Total assets at fair value $ 11,276,869 $ - $ - $ 11,276,869 |
Income Taxes (FY) (Tables)
Income Taxes (FY) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Income Tax Benefit | Income tax benefit for the years ending December 31 consisted of: 2018 2018 Federal: Current $ (707,040 ) $ (4,689,749 ) Deferred 215,992 (754,514 ) State and local: Current (63,942 ) (456,626 ) Deferred 54,087 (202,040 ) Total $ (500,903 ) $ (6,102,929 ) |
Reconciliation of Federal Statutory Rate to Effective Tax Rate | A reconciliation of the federal statutory rate to the effective tax rate for the years ended December 31 is set forth below: 2019 2018 Statutory Federal income tax rate 21.0 % 21.0 % State income tax, net of Federal benefit -2.18 % 2.21 % State Valuation Allowance 3.16 % -0.24 % Federal Valuation Allowance 0.20 % -0.04 % Dividends Received Deductions 0.00 % 0.32 % Other -1.33 % -0.13 % Effective income tax rate 20.85 % 23.12 % |
Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Federal and State NOL Carryforward 174,590 229,095 Stock-based Compensation - 30,096 Compensation - 266,820 Other 5,359 33,952 Total Gross DTA 179,949 559,963 Less: Valuation Allowance (174,590 ) (275,522 ) Total Deferred Tax Assets 5,359 284,441 Deferred tax liabilities: Stock Based Compensation (2,349 ) - Deferred State Income Tax (80 ) (11,432 ) (2,429 ) (11,432 ) Net deferred tax assets 2,930 273,009 |
Earnings per Share (FY) (Tables
Earnings per Share (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings per Share [Abstract] | ||
Computations of Basic and Diluted Net Loss Per Share | The computations of basic and diluted net loss per share are as follows: Three Months Ended March 31, 2019 2018 Basic and diluted: Net loss attributable to shareholders $ (282,454 ) $ (1,040,642 ) Weighted average shares outstanding 600,090 548,590 Basic and diluted net loss per share $ (0.47 ) $ (1.90 ) | The computations of basic and diluted net loss per share are as follows (in thousands, except per share data): For the Years Ending December 31, 2019 2018 Basic: Net loss attributable to shareholders $ (1,906,592 ) $ (20,292,903 ) Weighted average shares outstanding 557,338 545,426 Basic net loss attributable per share $ (3.42 ) $ (37.21 ) Diluted: Net loss attributable to shareholders $ (1,906,592 ) $ (20,292,903 ) Weighted average share outstanding 557,338 545,426 Diluted net loss per share $ (3.42 ) $ (37.21 ) |
Organization and Business Des_5
Organization and Business Description (Q1) (Details) | Mar. 16, 2020shares | Oct. 31, 2019shares | Mar. 31, 2020Firm | Dec. 31, 2019Firm |
Organization and Business Description [Abstract] | ||||
Number of NYSE member firms through which all securities transactions are cleared | Firm | 3 | 3 | ||
Associated Capital Group [Member] | ||||
Organization and Business Description [Abstract] | ||||
Shares to be distributed to shareholders in spin-off (in shares) | 500,000 | |||
Morgan Group, Inc. [Member] | ||||
Organization and Business Description [Abstract] | ||||
Stock acquired (in shares) | 500,000 | |||
Morgan Group, Inc. [Member] | Associated Capital Group [Member] | ||||
Organization and Business Description [Abstract] | ||||
Ownership interest | 100.00% | |||
G.research, LLC [Member] | Associated Capital Group [Member] | ||||
Organization and Business Description [Abstract] | ||||
Stock acquired (in shares) | 500,000 | |||
G.research, LLC [Member] | Morgan Group, Inc. [Member] | ||||
Organization and Business Description [Abstract] | ||||
Stock acquired (in shares) | 500,000 | |||
G.research, LLC [Member] | Morgan Group, Inc. [Member] | Associated Capital Group [Member] | ||||
Organization and Business Description [Abstract] | ||||
Ownership interest | 83.30% |
Significant Accounting Polici_5
Significant Accounting Policies (Q1) (Details) | Jun. 10, 2020shares | Jun. 09, 2020shares | Mar. 31, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Significant Accounting Policies [Abstract] | |||||
Common stock, shares issued (in shares) | 600,090 | 600,090 | 548,590 | ||
Common stock, shares outstanding (in shares) | 600,090 | 600,090 | 548,590 | ||
Subsequent Event [Member] | |||||
Significant Accounting Policies [Abstract] | |||||
Reverse stock split ratio | 0.01 | ||||
Common stock, shares issued (in shares) | 600,090 | 60,009,005 | |||
Common stock, shares outstanding (in shares) | 600,090 | 60,009,005 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contracts with Customers [Abstract] | ||||
Underwriter payment receiving period | 90 days | 90 days | ||
Total Revenues by Type [Abstract] | ||||
Total revenues | $ 1,404,256 | $ 1,912,745 | $ 9,043,111 | $ 8,303,114 |
Brokerage Commissions [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 1,038,943 | 1,535,245 | 6,376,075 | 6,154,567 |
Commissions [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 936,784 | 1,426,235 | 5,903,200 | 5,349,348 |
Hard Dollar Payments [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 102,159 | 109,010 | 472,875 | 805,219 |
Research Services [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 0 | 377,500 | 1,502,500 | 2,030,000 |
Underwriting Fees [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 30,488 | 0 | 431,114 | 102,931 |
Sales Manager Fees [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | $ 334,825 | $ 0 | $ 733,422 | $ 15,616 |
Related Party Transactions (Q_2
Related Party Transactions (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||||
Investment income | $ 36,256 | $ 63,693 | $ 194,955 | $ 1,893,237 |
Underwriting and Sales Manager Fees [Member] | ||||
Related Party Transactions [Abstract] | ||||
Revenue from related party transactions | 30,488 | 431,114 | 102,930 | |
Gabelli Funds, LLC [Member] | Gabelli U.S. Treasury Money Market Fund [Member] | ||||
Related Party Transactions [Abstract] | ||||
Affiliated investments | 5,661,750 | 6,579,577 | 11,276,289 | |
Investment income | 29,550 | 59,035 | 175,846 | 157,581 |
Gabelli Funds, LLC [Member] | Research Services [Member] | ||||
Related Party Transactions [Abstract] | ||||
Revenue from related party transactions | 0 | 377,500 | 750,000 | 1,030,000 |
Affiliated Entities [Member] | Commissions [Member] | ||||
Related Party Transactions [Abstract] | ||||
Revenue from related party transactions | $ 691,784 | $ 1,132,845 | $ 4,875,768 | $ 3,825,998 |
Revenue percentage | 67.00% | 74.00% | 76.00% | 62.00% |
GAMCO Asset Management Inc. [Member] | Research Services [Member] | ||||
Related Party Transactions [Abstract] | ||||
Revenue from related party transactions | $ 0 | $ 377,500 | $ 752,550 | $ 1,000,000 |
GAMCO Global Gold, Natural Resources & Income Trust ("GGN") [Member] | Sales Manager Fees [Member] | ||||
Related Party Transactions [Abstract] | ||||
Revenue from related party transactions | $ 334,825 | $ 0 | $ 729,893 | $ 15,616 |
Related Party Transactions, Ass
Related Party Transactions, Associated Capital Group (Q1) (Details) - Associated Capital Group [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||||
Management fee percentage | 20.00% | 20.00% | ||
Management fees | $ 0 | $ 0 | $ 0 | $ 0 |
Payment made under sublease agreement | $ 27,113 | $ 82,913 | $ 321,975 | $ 314,691 |
Fair Value (Q1) (Details)
Fair Value (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets Measured at Fair Value [Abstract] | |||
Transfers from Level 1 to Level 2 | $ 0 | $ 0 | $ 0 |
Transfers from Level 2 to Level 1 | 0 | 0 | 0 |
Transfers into Level 3 | 0 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 | 0 |
Recurring [Member] | |||
Assets Measured at Fair Value [Abstract] | |||
Cash equivalents | 5,661,750 | 6,579,577 | 11,276,869 |
Total assets at fair value | 5,661,750 | 6,579,577 | 11,276,869 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Assets Measured at Fair Value [Abstract] | |||
Cash equivalents | 5,661,750 | 6,579,577 | 11,276,869 |
Total assets at fair value | 5,661,750 | 6,579,577 | 11,276,869 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Assets Measured at Fair Value [Abstract] | |||
Cash equivalents | 0 | 0 | 0 |
Total assets at fair value | 0 | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Assets Measured at Fair Value [Abstract] | |||
Cash equivalents | 0 | 0 | 0 |
Total assets at fair value | $ 0 | $ 0 | $ 0 |
Retirement Plan (Q1) (Details)
Retirement Plan (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Plan [Abstract] | ||||
Allocated contributions | $ 4,436 | $ 4,436 | $ 17,746 | $ 6,919 |
Income Taxes (Q1) (Details)
Income Taxes (Q1) (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Abstract] | ||||
Effective tax rate | 32.60% | 20.40% | 20.85% | 23.12% |
Earnings per Share (Q1) (Detail
Earnings per Share (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basic and diluted [Abstract] | ||||
Net loss attributable to shareholders | $ (282,454) | $ (1,040,642) | $ (1,906,592) | $ (20,292,903) |
Weighted average shares outstanding (in shares) | 600,090 | 548,590 | ||
Basic and diluted net loss per share (in dollars per share) | $ (0.47) | $ (1.90) |
Equity (Q1) (Details)
Equity (Q1) (Details) | Oct. 31, 2019shares |
Associated Capital Group [Member] | |
Stockholders' Equity [Abstract] | |
Common stock issued in conjunction with merger (in shares) | 500,000 |
Net Capital Requirements (Q1) (
Net Capital Requirements (Q1) (Details) - G.research, LLC [Member] - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Net Capital [Abstract] | ||||
Net capital | $ 4,347,017 | $ 4,618,033 | $ 4,618,033 | $ 9,093,349 |
Excess net capital than required amount | $ 4,097,017 | $ 4,368,033 | $ 4,368,033 | $ 8,843,349 |
Subsequent Events (Q1) (Details
Subsequent Events (Q1) (Details) | Jun. 10, 2020 |
Subsequent Event [Member] | |
Subsequent Events [Abstract] | |
Reverse stock split ratio | 0.01 |
Organization and Business Des_6
Organization and Business Description (FY) (Details) | Oct. 31, 2019shares | Mar. 31, 2020Firm | Dec. 31, 2019Firm |
Organization and Business Description [Abstract] | |||
Number of NYSE member firms through which all securities transactions are cleared | Firm | 3 | 3 | |
Morgan Group, Inc. [Member] | |||
Organization and Business Description [Abstract] | |||
Stock acquired (in shares) | 500,000 | ||
Morgan Group, Inc. [Member] | Associated Capital Group [Member] | |||
Organization and Business Description [Abstract] | |||
Ownership interest | 100.00% | ||
G.research, LLC [Member] | Associated Capital Group [Member] | |||
Organization and Business Description [Abstract] | |||
Stock acquired (in shares) | 500,000 | ||
G.research, LLC [Member] | Morgan Group, Inc. [Member] | |||
Organization and Business Description [Abstract] | |||
Stock acquired (in shares) | 500,000 | ||
G.research, LLC [Member] | Morgan Group, Inc. [Member] | Associated Capital Group [Member] | |||
Organization and Business Description [Abstract] | |||
Ownership interest | 83.30% |
Significant Accounting Polici_6
Significant Accounting Policies (FY) (Details) | Jun. 10, 2020shares | Dec. 31, 2019USD ($)Segmentshares | Jun. 09, 2020shares | Mar. 31, 2020shares | Dec. 31, 2018USD ($)shares |
Significant Accounting Policies [Abstract] | |||||
Common stock, shares issued (in shares) | 600,090 | 600,090 | 548,590 | ||
Common stock, shares outstanding (in shares) | 600,090 | 600,090 | 548,590 | ||
Segment Analysis [Abstract] | |||||
Number of reportable segments | Segment | 1 | ||||
Subsequent Event [Member] | |||||
Significant Accounting Policies [Abstract] | |||||
Reverse stock split ratio | 0.01 | ||||
Common stock, shares issued (in shares) | 600,090 | 60,009,005 | |||
Common stock, shares outstanding (in shares) | 600,090 | 60,009,005 | |||
Minimum [Member] | |||||
Depreciation [Abstract] | |||||
Estimated useful lives | 4 years | ||||
Maximum [Member] | |||||
Depreciation [Abstract] | |||||
Estimated useful lives | 7 years | ||||
Fair Value, Level 2 [Member] | |||||
Fair Value of Financial Instruments [Abstract] | |||||
Securities owned | $ | $ 0 | $ 0 | |||
Fair Value, Level 3 [Member] | |||||
Fair Value of Financial Instruments [Abstract] | |||||
Securities owned | $ | $ 0 | $ 0 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contracts with Customers [Abstract] | ||||
Underwriter payment receiving period | 90 days | 90 days | ||
Total Revenues by Type [Abstract] | ||||
Total revenues | $ 1,404,256 | $ 1,912,745 | $ 9,043,111 | $ 8,303,114 |
Brokerage Commissions [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 1,038,943 | 1,535,245 | 6,376,075 | 6,154,567 |
Commissions [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 936,784 | 1,426,235 | 5,903,200 | 5,349,348 |
Hard Dollar Payments [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 102,159 | 109,010 | 472,875 | 805,219 |
Research Services [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 0 | 377,500 | 1,502,500 | 2,030,000 |
Underwriting Fees [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | 30,488 | 0 | 431,114 | 102,931 |
Sales Manager Fees [Member] | ||||
Total Revenues by Type [Abstract] | ||||
Total revenues | $ 334,825 | $ 0 | $ 733,422 | $ 15,616 |
Related Party Transactions (F_2
Related Party Transactions (FY) (Details) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |||||
Investment income | $ 36,256 | $ 63,693 | $ 194,955 | $ 1,893,237 | |
Underwriting and Sales Manager Fees [Member] | |||||
Related Party Transactions [Abstract] | |||||
Revenue from related party transactions | 30,488 | 431,114 | 102,930 | ||
Gabelli Funds, LLC [Member] | Gabelli U.S. Treasury Money Market Fund [Member] | |||||
Related Party Transactions [Abstract] | |||||
Affiliated investments | 5,661,750 | $ 6,579,577 | 6,579,577 | 11,276,289 | |
Investment income | 29,550 | 59,035 | 175,846 | 157,581 | |
Gabelli Funds, LLC [Member] | Research Services [Member] | |||||
Related Party Transactions [Abstract] | |||||
Revenue from related party transactions | 0 | 377,500 | 750,000 | 1,030,000 | |
Affiliated Entities [Member] | Commissions [Member] | |||||
Related Party Transactions [Abstract] | |||||
Revenue from related party transactions | $ 691,784 | $ 1,132,845 | $ 4,875,768 | $ 3,825,998 | |
Revenue percentage | 67.00% | 74.00% | 76.00% | 62.00% | |
GAMCO Asset Management Inc. [Member] | Research Services [Member] | |||||
Related Party Transactions [Abstract] | |||||
Revenue from related party transactions | $ 0 | $ 377,500 | $ 752,550 | $ 1,000,000 | |
GBL Subsidiaries [Member] | Research Services [Member] | |||||
Related Party Transactions [Abstract] | |||||
Revenue entitled to receive from each entity per month | 62,500 | ||||
GAMCO Global Gold, Natural Resources & Income Trust ("GGN") [Member] | |||||
Related Party Transactions [Abstract] | |||||
Payable to affiliates | $ 511,108 | 511,108 | 0 | ||
GAMCO Global Gold, Natural Resources & Income Trust ("GGN") [Member] | Sales Manager Fees [Member] | |||||
Related Party Transactions [Abstract] | |||||
Revenue from related party transactions | $ 334,825 | $ 0 | $ 729,893 | $ 15,616 |
Related Party Transactions, A_2
Related Party Transactions, Associated Capital Group (FY) (Details) | Nov. 21, 2019USD ($) | Oct. 28, 2019USD ($) | Jun. 19, 2019USD ($) | Dec. 03, 2018USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)Contribution | Dec. 31, 2018USD ($)shares |
Related Party Transactions [Abstract] | ||||||||
Dividends and interest revenues | $ 36,256 | $ 63,693 | $ 194,955 | $ 1,893,237 | ||||
Return of capital | 3,300,000 | 85,606,259 | ||||||
Capital contribution | 410,889 | |||||||
Income tax benefit | $ (136,651) | (267,048) | $ (500,903) | $ (6,102,929) | ||||
GBL [Member] | ||||||||
Related Party Transactions [Abstract] | ||||||||
Number of common stock shares exchanged (in shares) | shares | 200,000 | |||||||
Associated Capital Group [Member] | ||||||||
Related Party Transactions [Abstract] | ||||||||
Investment losses | $ 16,880,403 | |||||||
Return of capital | $ 3,300,000 | 85,606,259 | ||||||
Fair value of securities | 80,877,637 | |||||||
Tax receivable settlement amount | 4,728,622 | |||||||
Capital contribution | $ 110,889 | $ 300,000 | ||||||
Affiliated investments | $ 70,970,347 | |||||||
Income tax benefit | $ (814,310) | |||||||
Number of capital contributions made | Contribution | 2 | |||||||
Management fee percentage | 20.00% | 20.00% | ||||||
Management fees | $ 0 | 0 | $ 0 | 0 | ||||
Contractual period for monthly fixed lease payment | 12 months | |||||||
Payment made under sublease agreement | $ 27,113 | $ 82,913 | $ 321,975 | 314,691 | ||||
G.research, LLC [Member] | ||||||||
Related Party Transactions [Abstract] | ||||||||
Investment losses | 2,332,000 | |||||||
Payment made in lieu of exchange of shares | 3,436,000 | |||||||
Affiliated Investments [Member] | ||||||||
Related Party Transactions [Abstract] | ||||||||
Dividends and interest revenues | 1,393,132 | |||||||
Investment losses | $ (21,332,884) |
Fair Value (FY) (Details)
Fair Value (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets Measured at Fair Value [Abstract] | |||
Transfers from Level 1 to Level 2 | $ 0 | $ 0 | $ 0 |
Transfers from Level 2 to Level 1 | 0 | 0 | 0 |
Transfers into Level 3 | 0 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 | 0 |
Recurring [Member] | |||
Assets Measured at Fair Value [Abstract] | |||
Cash equivalents | 5,661,750 | 6,579,577 | 11,276,869 |
Total assets at fair value | 5,661,750 | 6,579,577 | 11,276,869 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Assets Measured at Fair Value [Abstract] | |||
Cash equivalents | 5,661,750 | 6,579,577 | 11,276,869 |
Total assets at fair value | 5,661,750 | 6,579,577 | 11,276,869 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Assets Measured at Fair Value [Abstract] | |||
Cash equivalents | 0 | 0 | 0 |
Total assets at fair value | 0 | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Assets Measured at Fair Value [Abstract] | |||
Cash equivalents | 0 | 0 | 0 |
Total assets at fair value | $ 0 | $ 0 | $ 0 |
Retirement Plan (FY) (Details)
Retirement Plan (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Plan [Abstract] | ||||
Allocated contributions | $ 4,436 | $ 4,436 | $ 17,746 | $ 6,919 |
Income Taxes (FY) (Details)
Income Taxes (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Federal [Abstract] | ||||
Current | $ (707,040) | $ (4,689,749) | ||
Deferred | 215,992 | (754,514) | ||
State and Local [Abstract] | ||||
Current | (63,942) | (456,626) | ||
Deferred | 54,087 | (202,040) | ||
Total | $ (136,651) | $ (267,048) | $ (500,903) | $ (6,102,929) |
Income Tax Reconciliation [Abstract] | ||||
Statutory Federal income tax rate | 21.00% | 21.00% | ||
State income tax, net of Federal benefit | (2.18%) | 2.21% | ||
State Valuation Allowance | 3.16% | (0.24%) | ||
Federal Valuation Allowance | 0.20% | (0.04%) | ||
Dividends Received Deductions | 0.00% | 0.32% | ||
Other | (1.33%) | (0.13%) | ||
Effective income tax rate | 32.60% | 20.40% | 20.85% | 23.12% |
Deferred Tax Assets [Abstract] | ||||
Federal and State NOL Carryforward | $ 174,590 | $ 229,095 | ||
Stock-based Compensation | 0 | 30,096 | ||
Compensation | 0 | 266,820 | ||
Other | 5,359 | 33,952 | ||
Total Gross DTA | 179,949 | 559,963 | ||
Less: Valuation Allowance | (174,590) | (275,522) | ||
Total Deferred Tax Assets | 5,359 | 284,441 | ||
Deferred Tax Liabilities [Abstract] | ||||
Stock Based Compensation | (2,349) | 0 | ||
Deferred State Income Tax | (80) | (11,432) | ||
Total deferred tax liabilities | (2,429) | (11,432) | ||
Net deferred tax assets | $ 2,930 | 273,009 | ||
Unrecognized tax benefits | 5,688 | |||
Unrecognized tax benefits that would affect effective tax rate, if recognized | 4,494 | |||
Accrued liability for interest and penalties | $ 3,071 |
Earnings per Share (FY) (Detail
Earnings per Share (FY) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 |
Basic [Abstract] | ||
Net loss attributable to shareholders | $ (1,906,592) | $ (20,292,903) |
Weighted average shares outstanding (in shares) | 557,338 | 545,426 |
Basic net loss attributable per share (in dollars per share) | $ (3.42) | $ (37.21) |
Diluted [Abstract] | ||
Net loss attributable to shareholders | $ (1,906,592) | $ (20,292,903) |
Weighted average share outstanding (in shares) | 557,338 | 545,426 |
Diluted net loss per share (in dollars per share) | $ (3.42) | $ (37.21) |
Equity (FY) (Details)
Equity (FY) (Details) | Nov. 21, 2019USD ($) | Oct. 31, 2019shares | Oct. 28, 2019USD ($) | Jun. 19, 2019USD ($) | Dec. 03, 2018USD ($) | Mar. 19, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)Contribution | Dec. 31, 2018USD ($) |
Stockholders' Equity [Abstract] | ||||||||
Value of shares sold | $ 515,000 | $ 180,000 | ||||||
Return of capital | 3,300,000 | $ 85,606,259 | ||||||
Capital contribution | $ 410,889 | |||||||
Associated Capital Group [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Return of capital | $ 3,300,000 | $ 85,606,259 | ||||||
Capital contribution | $ 110,889 | $ 300,000 | ||||||
Fair value of securities | 80,877,637 | |||||||
Tax receivable settlement amount | 4,728,622 | |||||||
Number of capital contributions made | Contribution | 2 | |||||||
Common stock issued in conjunction with merger (in shares) | shares | 500,000 | |||||||
G.research, LLC [Member] | Associated Capital Group [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Return of capital | $ 3,300,000 | 85,606,259 | ||||||
Fair value of securities | 80,877,637 | |||||||
Tax receivable settlement amount | $ 4,728,622 | |||||||
Private Placement [Member] | LICT [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Number of shares sold (in shares) | shares | 15,000 | |||||||
Value of shares sold | $ 180,000 | |||||||
Per share price of common stock sold (in dollars per share) | $ / shares | $ 12 |
Net Capital Requirements (FY) (
Net Capital Requirements (FY) (Details) - G.research, LLC [Member] - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Net Capital [Abstract] | ||||
Net capital | $ 4,347,017 | $ 4,618,033 | $ 4,618,033 | $ 9,093,349 |
Excess net capital than required amount | $ 4,097,017 | $ 4,368,033 | $ 4,368,033 | $ 8,843,349 |
Subsequent Events (FY) (Details
Subsequent Events (FY) (Details) | Jun. 10, 2020 | Mar. 16, 2020shares | Mar. 14, 2020shares |
Associated Capital Group [Member] | |||
Subsequent Events [Abstract] | |||
Shares to be distributed to shareholders in spin-off (in shares) | 500,000 | ||
Subsequent Event [Member] | |||
Subsequent Events [Abstract] | |||
Reverse stock split ratio | 0.01 | ||
Subsequent Event [Member] | Associated Capital Group [Member] | |||
Subsequent Events [Abstract] | |||
Shares to be distributed to shareholders in spin-off (in shares) | 500,000 |