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BUSINESS ORDER
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
BUSINESS ORDER

Siebert Financial Corp. (“Siebert” “Company” or “Parent”), through its wholly owned subsidiary Muriel Siebert & Co., Inc. (“MSCO”), engages in the business of providing discount brokerage services for customers, and trading securities for its own account.

 

The Company is a holding company that conducts its retail discount brokerage business through its wholly-owned subsidiary, MSCO, a Delaware corporation. MSCO’s principal activity is providing online and traditional brokerage and related services to retail investors. In addition, in 2017 the Company began business as a registered investment advisor through a wholly-owned subsidiary, Siebert AdvisorNXT, Inc. (“AdvisorNXT”). AdvisorNXT offers advice to clients regarding asset allocation and the selection of investments.

 

The Company is headquartered in New York, New York, with offices throughout the United States and clients worldwide.

 

On June 26, 2017, the Company contracted to acquire most of the retail broker-dealer business of StockCross Financial Services Inc. (“StockCross”), an affiliate of the Company. The transaction was conceived to consolidate similar business lines into the Company. The transaction was effective on November 30, 2017 and was funded by the Parent issuing and delivering to StockCross 5,072,062 shares of its common stock subject to a two-year restricted lock-up valued at $19,983,924. Additional costs incurred to consummate the transaction include approximately $125,000, which were paid in legal and appraisal fees. In addition, the Company acquired various rent obligations, transferred employees and customer lists.

 

As StockCross was an entity under common control, the assets and liabilities transferred to the Company from StockCross were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the consideration paid and historical cost of the net assets acquired was recorded as an equity distribution by the Parent. ASC 805-50 transactions between entities under Common Control stipulates a common-control transaction as a transfer of net assets or an exchange of equity interests between entities under common control. Since the assets acquired from StockCross had a book value of nil, the $19,983,924 fair market value of assets acquired was reflected as nil for financial statement purposes as of the date of transfer as required by ASC 805-50.

 

Additionally, as the transfer of net assets and related operations did not change the composition of MSCO, as a reporting entity, retrospective combination of the entities for all periods presented as if the combination has been in effect since the inception of common control is not required. Accordingly, the net assets transferred and related operations are presented prospectively as of the effective date of November 30, 2017.

The accompanying consolidated financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the accounts of Siebert and its wholly-owned subsidiaries, MSCO and AdvisorNXT. Upon consolidation, all intercompany accounts and transactions are eliminated.