View:
United States securities and exchange commission logo
May 31, 2023
Michael Nessim
Chief Executive Officer
Binah Capital Group, Inc.
17 Battery Place, Room 625
New York, New York 10004
Re: Binah Capital
Group, Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed May 15, 2023
File No. 333-269004
Dear Michael Nessim:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 24, 2023 letter.
Amendment 2 to the Form S-4 filed May 15, 2023
Selected Historical Consolidated Financial Information of Wentworth,
page 31
1. The items total assets
and debt obligations, net appear to contain typos and do not agree
to the Consolidated
Statements of Financial Condition on page F-25. Please revise the
amounts accordingly.
Non-GAAP Financial Measures, page 94
2. We note your response
to comment 3 and revised disclosure within footnote (2) on page
95. Please revise your
disclosures to quantify the amounts relating to the items that
comprise the
non-recurring expenses (e.g., business combination professional fees,
severance payments, and
one-time infrastructure costs) adjustment.
Michael Nessim
FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
Comapany
May NameBinah Capital Group, Inc.
31, 2023
May 31,
Page 2 2023 Page 2
FirstName LastName
3. We note your response to comment 4 and revised disclosure removing the
reference to the
term 'pro forma' in certain places. However, we also note that the
non-GAAP measures
continue to include adjustments on a pro forma basis as if the World
Equity Group, Inc.
acquisition had occurred on January 1, 2019, and further, that you
continue to refer to
some of the measures as pro forma. We also note from your response
that this pro forma
presentation is not in accordance with Article 11 of Regulation S-X,
and therefore, it
appears that these measure are inconsistent with with Question 100.05
of the Non-GAAP
Financial Measures C&DI. Please revise your filing accordingly.
4. We note the presentation of several non-GAAP measures (e.g. Total
Revenue, Cost of
Revenue, Gross Profit, Adjusted G&A and Net Earnings) for the years
ended December
31, 2019, 2020, 2021 and 2022. It does not appear that you include a
reconciliation of
these non-GAAP measures to the most directly comparable U.S. GAAP
measure. Please
revise your disclosures to clearly define each of these non-GAAP
measures, how they are
used and include full reconciliation to the most directly comparable
U.S. GAAP measure
for each.
5. We note that you present separate columns with non-GAAP measures for
the year ended
December 31, 2022 and post close year ended December 31, 2022. Please
explain what
these columns represent, why they are presented, how they are used and
include a
reconciliation to U.S. GAAP financial information.
Reasons for the NTA Amendments, page 108
6. We note your disclosure that you are presenting the NTA Proposal for
removing limitations related to KWAC's net tangible assets "[b]ecause
the KWAC
Common Stock will be exchanged for Holdings Common Stock in connection
with the
consummation of the Business Combination and Holdings Common Stock
would not be
deemed to be a 'penny stock' pursuant to other applicable provisions
of Rule 3a51-1 under
the Exchange Act." Please provide disclosure explaining the factual
and legal basis as to
why Holdings Common Stock would not be deemed to be a penny stock
pursuant to
"other applicable provisions of Rule 3a51-1." Please revise here and
elsewhere as
appropriate to clearly discuss the impact that the trust falling below
$5,000,001 would
have upon your or Holdings' exchange listing and discuss the
consideration given to this
possibility in your determination that this provision is no longer
needed to avoid the
definition of penny stock. Please provide clear disclosure that, if
true, removal of this
provision could result in your or Holdings' securities falling within
the definition of penny
stock and clearly discuss the risk to you, Holdings, and investors if
your securities were to
fall within the definition of penny stock.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 122
7. We note your disclosure of the total consideration indicates that the
closing WMS
indebtedness is $47.2 million. Please clarify where this indebtedness
is presented
Michael Nessim
FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
Comapany
May NameBinah Capital Group, Inc.
31, 2023
May 31,
Page 3 2023 Page 3
FirstName LastName
and how it reconciles to the pro forma condensed combined balance
sheet.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 123
8. We note your presentation on the face of the balance sheet for an
adjustment K in the
column for transaction accounting adjustments (assuming maximum
redemptions);
however, there does not appear to be a corresponding footnote K
explaining the
adjustment. Please revise your disclosures to clarify.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 124
9. We note your response to comment 6 and reissue the comment. Please
revise to present a
pro forma adjustment, and accompanying footnote disclosure,
calculating the tax expense
/ (benefit) relating to the transaction accounting adjustments. If
there is no tax effect due
to unusual effects of loss carryforwards or other aspects of tax
accounting, an explanation
should be provided in a note to the pro forma financial statements.
Refer to Rule 11-
02(b)(5) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Wentworth
Results of Operations, page 154
10. The amounts presented for interest and other income and total
revenues, for the year
ended December 31, 2022, do not agree with the amounts included in the
audit
Consolidated Statement of Operations on page F-26. Please revise your
disclosures
accordingly.
Commissions, page 155
11. We note your response to comment 9. Please address the following:
Provide us with a more fulsome accounting analysis supporting your
accounting
policy, recognition, measurement and treatment for your trailing
commission
revenues. In this regard, explain how the amounts of revenue are
calculated, how
frequently, over which service period and how you determine the
service period for
recognition. Cite the specific authoritative accounting literature
considered and
applied in your response.
In addition to the above, explain how revenue is calculated and/or
re-calculated
during quarters when there has been a significant decline in market
value of the trail
eligible assets.
Disclose your average commission fee rates by product type, for
both sales-based and
trailing, for the periods your financial statements are presented.
12. We note you present a table on page 156 disclosing the total
commission revenue,
disaggregating between sales-based and trailing, for the years ended
December 31, 2022
and 2021. We also note that this amount does not reconcile to the
total commissions
revenue, as disclosed on pages 154 and F-26, and appears to include
advisory revenue.
Michael Nessim
FirstName LastNameMichael Nessim
Binah Capital Group, Inc.
Comapany
May NameBinah Capital Group, Inc.
31, 2023
May 31,
Page 4 2023 Page 4
FirstName LastName
Please revise your disclosures to clarify this inconsistency
accordingly.
13. We note your disclosure that the decrease in trailing commission
revenue for the year
ended December 31, 2022 compared to 2021 was primarily due to
volatility driven
declines in trail eligible asset. Please revise to define the term
"trail eligible asset" and
quantify the amount of trail eligible assets at the end of each
reporting period. In addition,
revise to include discussion and quantification in the balance of the
trail eligible assets
from period to period. For example, quantify the impact of the change
due to inflows,
outflows, market appreciation (depreciation), business combination and
other material
items.
Commissions and Fees, page 156
14. We note your response to comment 10. Please revise your disclosures to
provide more
granular details regarding the correlation production levels, what the
term production
levels means and the related payout rates. In addition, revise to
include a discussion of the
changes in the commissions and fees expense amounts between the
periods presented.
For example, we note that commissions and fees expenses increased to
$145.7 million for
the year ended December 31, 2022 compared to $139.0 million for the
year ended
December 31, 2021, while the commissions revenues were relatively
flat.
Liquidity and Capital Resources, page 158
15. We note your disclosure that certain conditions raise substantial
doubt about the
Company s ability to continue as a going concern. Please expand your
disclosures here
and in the footnotes to provide more details about the principal
conditions that gave rise to
the substantial doubt, management's evaluation of those conditions in
relation to the
Company's ability to meet its obligations and management's plans that
alleviated
substantial doubt, to the extent applicable. Refer to ASC 205-40-50.
In addition, include
more quantitative details in your disclosure, such as clear disclosure
of available liquidity
and contractual obligations due within twelve months.
Cash Flows, page 160
16. The table in your disclosure refers to the years ended December 31,
2021 and 2020.
Please revise the refer to the appropriate financial statement
periods.
Critical Accounting Policies and Estimates
Goodwill and Other Intangible Assets, page 161
17. We note your response to comment 11 and reissue the comment in part.
Your disclosures
around Goodwill and Other Intangible Assets do not provide a robust
discussion and
quantification of the critical accounting estimates. Accordingly,
please revise your
disclosures for the following:
Disclose the date of the most recent impairment test and the
percentage by which the
estimated fair value exceeded carrying value as of the date of
the most recent
Michael Nessim
Binah Capital Group, Inc.
May 31, 2023
Page 5
impairment test.
Disclose and discuss the specific quantitative critical
accounting estimates used in
your fair value determination.
Notes to the Consolidated Financial Statements
3. Business Combinations, page F-33
18. We note your response to comment 12 and revised disclosure on page
F-34 disclosing the
supplemental pro forma revenue and net income of the combined entity.
However,
we note that the supplemental pro forma revenue of $34.5 million is
less than the actual
U.S. GAAP revenue for the year ended December 31, 2021, as shown on
page F-26.
Please clarify why this would be the case or revise accordingly.
4. Revenues from Contracts with Customers
Contract Balances, page F-36
19. We note that as of December 31, 2022 and 2021, the Company had
receivables from
contracts with customers totaling approximately $8.0 million and $10.0
million,
respectively. We further note that the opening balance of receivables
from contracts with
customers was approximately $8.6 million as of January 1, 2021. Please
tell us how these
amount agree to the Consolidated Statements of Financial Condition on
page F-25 or
revise as necessary.
You may contact Michael Henderson at 202-551-3364 or Robert Klein at
202-551-3847
if you have questions regarding comments on the financial statements and
related
matters. Please contact Susan Block at 202-551-3210 or John Dana Brown at
202-551-
3859 with any other questions.
FirstName LastNameMichael Nessim Sincerely,
Comapany NameBinah Capital Group, Inc.
Division of
Corporation Finance
May 31, 2023 Page 5 Office of
Finance
FirstName LastName