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0001270436 Cohen & Co Inc. false --12-31 FY 2024 true true true false No risks from cybersecurity threats, including those resulting from any previous cybersecurity incidents, have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, results of operations, or financial condition. true true false false false false 0.001 0.001 50,000,000 50,000,000 27,413,098 27,413,098 27,413,098 27,413,098 0.01 0.01 100,000,000 100,000,000 2,040,052 2,040,052 1,893,747 1,893,747 404,791 367,491 0 0 0 0 0 0 3 51.00 http://www.cohencpa.com/20241231#OtherInvestmentsFairValueDisclosure 0 0 0 http://www.cohencpa.com/20241231#InterestIncomeExpenseIncludingUnrealizedGainsAndLosses 0 0 0 0 2 12.00 12.00 8.85 9.02 49,614 1,489 0 2,250 15,000 6.0 7.0 0 0.001 10,000 0 0 0 10 4,983,557 0.001 10 22,429,541 10 0 1.00 10 3 http://fasb.org/us-gaap/2024#EquitySecuritiesMember 4,234 Represents the interest rate in effect as of the last day of the reporting period. The CREO JV invests primarily in multi-family commercial real estate mortgage-backed loans. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows An adjustment is included because the Company would have incurred a higher income tax expense or realized a higher income tax benefit, as applicable, if the LLC Units had been converted at the beginning of the period. Unallocated assets primarily include (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded from business segment reporting to the CODM. Unallocated includes certain expenses incurred by indirect overhead and support departments (such as the executive, finance, legal, information technology, human resources, risk, compliance, and other similar overhead and support departments). Some of the items not allocated include: (1) operating expenses (such as cash compensation and benefits, equity-based compensation expense, professional fees, travel and entertainment, consulting fees, and rent) related to support departments excluding certain departments that directly support the Capital Markets business segment; (2) interest expense on debt; and (3) income taxes. Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the CODM. The Operating LLC units of membership interests not held by Cohen & Company Inc. (that is, those held by the non-controlling interest) may be redeemed and exchanged into shares of the Company on a ten-for-one basis. The Operating LLC units of membership interests not held by Cohen & Company Inc. are redeemable, at the member’s option at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the member’s redemption notice, or (ii) at the Company’s option, one tenth of a share of the Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Common Stock as a dividend or other distribution on the outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Common Stock. These units are not included in the computation of basic earnings per share. These units enter into the computation of diluted net income (loss) per common share when the effect is not anti-dilutive using the if-converted method. As a practical expedient, the Company uses NAV (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the CREO JV. The U.S. Insurance JV invests in U.S. Dollar ("USD") denominated debt issued by small insurance and reinsurance companies. The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. According to ASC 820, these investments are not categorized within the valuation hierarchy. The junior subordinated notes listed represent debt the Company owes to the two trusts noted above. The total par amount owed by the Company to the trusts is $49,614. However, the Company owns the common stock of the trusts in a total par amount of $1,489. The Company pays interest (and at maturity, principal) to the trusts on the entire $49,614 junior notes outstanding. However, the Company receives back from the trusts the pro rata share of interest and principal on the common stock held by the Company. These trusts are VIEs and the Company does not consolidate them even though the Company holds the common stock. The Company carries the common stock on its balance sheet at a value of $0. The junior subordinated notes are recorded at a discount to par. When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31, 2024 on a combined basis was 20.55% assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity. The U.S. Insurance JV invests in USD denominated debt issued by small and medium size insurance and reinsurance companies. As a practical expedient, the Company uses NAV (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the CREO JV. The U.S. Insurance JV invests in USD denominated debt issued by small insurance and reinsurance companies. The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. According to ASC 820, these investments are not categorized within the valuation hierarchy. Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above. 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K 

(Mark One)

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

 

For the fiscal year ended December 31, 2024

 

OR

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

For the transition period from                      to                      

 

Commission file number: 001-32026 

COHEN & COMPANY INC.

(Exact name of registrant as specified in its charter)

Maryland

16-1685692

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)



 

Cira Centre

 

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555 

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

 

Title of class

Trading Symbol(s)

Name of each exchange on which registered 

Common Stock, par value $0.01 per share

COHN

NYSE AMERICAN STOCK EXCHANGE

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒ 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒ 

 

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

 

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

 

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

  

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller Reporting Company

☒



 

Emerging Growth Company

☐

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

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☒                             

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).    ☐           

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

 

As of June 28, 2024, the aggregate market value of the Common Stock held by non-affiliates of the Registrant was approximately $11.9 million.  As of March 5, 2025, there were 2,054,674 shares of Common Stock of Cohen & Company Inc. outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Registrant’s 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. 

 

 
Table of Contents
 

COHEN & COMPANY INC. 

 

TABLE OF CONTENTS

  



 

Page



PART I

 

Item 1.

Business.

5

Item 1A.

Risk Factors.

15

Item 1B.

Unresolved Staff Comments.

36
Item 1C. Cybersecurity 36

Item 2.

Properties.

37

Item 3.

Legal Proceedings.

37

Item 4.

Mine Safety Disclosures.

37
     



PART II

 



 

 

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

38

Item 6.

Selected Financial Data.

38

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

39

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

77

Item 8.

Financial Statements and Supplementary Data.

79

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 79

Item 9A.

Controls and Procedures.

 79

Item 9B.

Other Information.

80
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 80



 

 



PART III

 



 

 

Item 10.

Directors, Executive Officers and Corporate Governance.

81

Item 11.

Executive Compensation.

81

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

81

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

81

Item 14.

Principal Accounting Fees and Services.

81



 

 



PART IV

 



 

 

Item 15.

Exhibit and Financial Statement Schedules.

82

Item 16.

Form 10-K Summary.

87
 

 

1
Table of Contents

 

 

Forward Looking Statements

 

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about the following subjects:

 

 

•

integration of operations;
 

•

business strategies;
 

•

growth opportunities;
 

• 

competitive position;
 

•

market outlook;
 

• 

expected financial position;
 

•

expected results of operations;
 

•

future cash flows;
 

•

financing plans;
 

•

plans and objectives of management;
 

• 

tax treatment of the business combinations;
  • our investments in both SPACs and SPAC sponsor entities, including through our SPAC Series Funds;
  • our role as asset manager and sponsor in our SPAC franchise;
 

•

fair value of assets; and
 

•

any other statements regarding future growth, future cash needs, future operations, business plans, future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You should consider the areas of risk and uncertainty described above and discussed under “Item 1A — Risk Factors.” Actual results may differ materially as a result of various factors, some of which are outside our control, including the following:

 

 

• 

a decline in general economic conditions or the global financial markets;
  • economic uncertainty and capital markets disruption which has been significantly impacted by geopolitical instability;
  • losses and reduced transaction volumes as a result of increasing interest rates and inflation;
  • risks and liabilities due to our investments in the equity interests of SPACs and SPAC sponsor entities including the risk of increased regulation applicable to SPACs, risks regarding litigation in connection with the SPACs in which we invest and those which we sponsor, uncertainty of whether the SPACs in which we invest and those we sponsor will consummate a business combination, significant competition for business opportunities in the SPAC industry, write-downs or write-offs with respect to the securities which we hold subsequent to the consummation of an initial business combination by the SPACs in which we invest and those which we sponsor, and the target of a SPAC being an early-stage and financially unstable company; 
  • losses caused by financial or other problems experienced by third parties;
 

•

losses due to unidentified or unanticipated risks;
 

•

losses (whether realized or unrealized) on our principal investments;
 

• 

a lack of liquidity, i.e., ready access to funds for use in our businesses, or the availability of financing at prohibitive rates;
 

•

the ability to attract and retain personnel;
 

•

the ability to meet regulatory capital requirements administered by federal agencies;
  •  the ability to pay dividends;
 

• 

an inability to generate incremental income from acquired, newly established, or expanded businesses;
 

• 

unanticipated market closures due to inclement weather or other disasters;
 

•

the volume of trading in securities including collateralized securities transactions;
 

• 

the liquidity in capital markets;
 

• 

the creditworthiness of our correspondents, trading counterparties, and banking and margin customers;
 

•

changing interest rates and their impacts on U.S. residential mortgage volumes;
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•

competitive conditions in each of our business segments;
 

•

the availability of borrowings under credit lines, credit agreements, warehouse agreements, and our credit facilities;
 

•

the potential misconduct or errors by our employees or by entities with whom we conduct business; and
 

•

the potential for litigation and other regulatory liability.

  

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

Our Internet website is www.cohenandcompany.com and we make available on our website our filings with the Securities and Exchange Commission (“SEC”), including annual reports, quarterly reports, current reports and any amendments to those filings.  The reference to our website address does not constitute incorporation by reference of the information contained therein into this Form 10-K. We also use our website to disseminate other material information to our investors (on the Home Page and in the “Investor Relations” section of our website). We also post on our website our press releases and information about our public conference calls (including the scheduled dates, times and the methods by which investors and others can listen to those calls), and we make available for replay webcasts of those calls and other presentations for a limited time, if applicable.

 

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Certain Terms Used in this Annual Report on Form 10-K 

 

In this Annual Report on Form 10-K, unless otherwise noted or as the context otherwise requires, the “Company,” “we,” “us,” and “our” refer to Cohen & Company Inc. (formerly Institutional Financial Markets, Inc.), a Maryland corporation, and its subsidiaries on a consolidated basis; and “Cohen & Company, LLC” (formerly IFMI, LLC) or the “Operating LLC” refer to the main operating subsidiary of the Company. 

 

“Cohen Brothers” refers to the pre-merger Cohen Brothers, LLC and its subsidiaries; “AFN” refers to the pre-merger Alesco Financial Inc. and its subsidiaries; “AFN Merger” refers to the December 16, 2009 closing of the merger of AFN, Alesco Financial Holdings, LLC, a wholly owned subsidiary of AFN, with and into Cohen Brothers, which resulted in Cohen Brothers becoming a majority owned subsidiary of the Company.

 

“JVB Holdings” refers to JVB Financial Holdings, L.P., a wholly owned subsidiary of the Operating LLC; “JVB” refers to J.V.B. Financial Group, LLC, a wholly owned broker-dealer subsidiary of JVB Holdings; "CCFESA" refers to Cohen & Company Financial (Europe) S.A., a majority owned subsidiary regulated by the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") in France; and “CCFEL” refers to Cohen & Company Financial (Europe) Limited, a wholly owned subsidiary of the Operating LLC formerly regulated by the Central Bank of Ireland (the “CBI”).

 

“Securities Act” refers to the Securities Act of 1933, as amended; and “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

 

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PART I

ITEM 1.  BUSINESS.

INFORMATION REGARDING COHEN & COMPANY INC.

 

Overview

 

We are a Maryland corporation that incorporated on October 6, 2003. We are a financial services company specializing in an expanding range of capital markets and asset management services. Our business segments are Capital Markets, Asset Management, and Principal Investing. Our Capital Markets business segment consists of fixed income sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services, operating primarily through our subsidiaries, JVB in the United States (the “U.S.”) and CCFESA in Europe. A division of JVB, Cohen & Company Capital Markets (“CCM”) is our full-service boutique investment bank that focuses on mergers and acquisitions (“M&A”), capital markets, and SPAC advisory services. Our Capital Markets business segment also includes investment returns on financial instruments that we have received as consideration for advisory, underwriting, and new issue placement services provided by CCM. Our Asset Management business segment manages assets through investment vehicles, such as collateralized debt obligations (“CDOs”), managed accounts, joint ventures, and investment funds (collectively, “Investment Vehicles”). As of December 31, 2024, we had approximately $2.3 billion of assets under management (“AUM”) in primarily fixed income assets in a variety of asset classes including U.S. and European bank and insurance trust preferred securities (“TruPS”), debt issued by small and medium sized European, U.S., and Bermudian insurance and reinsurance companies, equity interests of SPACs and their sponsor entities, and commercial real estate loans. Our Principal Investing business segment is comprised primarily of investments we hold related to our SPAC franchise and investments that we have made for the purpose of earning an investment return rather than investments made to support our trading or other capital markets business activity. 

 

Capital Markets

 

Our Capital Markets business segment consists primarily of fixed income sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services operating primarily through our subsidiaries, JVB in the U.S. and CCFESA in Europe. JVB is our sole operating U.S. broker-dealer, under our JVB Holdings subsidiary, and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”). CCFESA is regulated by the ACPR. Our Capital Markets business segment also includes investment returns on financial instruments that we have received as consideration for advisory, underwriting, and new issue placement services provided by CCM.

 

CCM was established in 2021 as a division of JVB to address the coverage gaps and structural shortfalls at leading investment banks. CCM is a boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services. CCM is one of the most active SPAC advisors on Wall Street with differentiated and inventive products for clients. In addition, we are growing our team of investment banking professionals with experience in a number of emerging growth verticals and continue to expand offerings for our clients. We are a lead advisor on the majority of the transactions we advise, showcasing an ability to navigate complex transactions and volatile markets. As of December 31, 2024, CCM had 21 investment banking professionals with substantial industry and capital markets experience.

 

Our fixed income sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers. We specialize in a variety of products, including but not limited to: corporate bonds and loans, asset-backed securities (“ABS”), mortgage backed securities (“MBS”), residential mortgage-backed securities (“RMBS”), collateralized bond obligations (“CBOs”), collateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, Small Business Administration loans ("SBA loans"), U.S. government bonds, U.S. government agency securities, brokered deposits and certificates of deposit (“CDs”) for small banks, and hybrid capital of financial institutions including whole loans and other structured financial instruments.

 

In 2012, we established a trading desk for “to-be-announced” securities, or TBAs, as part of our mortgage group. TBAs are forward mortgage-backed securities with exact collateral that remains unknown until just prior to the trade settlement, although the characteristics of the collateral are known. The forward collateral types are exclusively issued by U.S. government agencies, such as the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”), and the Government National Mortgage Association (“Ginnie Mae”). One objective of our mortgage group is to provide capital markets execution services to small and middle market institutional mortgage originators that hedge their mortgage pipelines. In addition to providing credit for MBS trading lines and execution services, our mortgage group offers trading of specified pools and financing for qualified originators. Our mortgage group offers a range of solutions for institutional clients seeking to enhance their mortgage pipeline execution and overall portfolio profitability. In addition, our mortgage group acts as an intermediary between borrowers and lenders of short-term funds and provides funding for various inventory positions using repurchase agreements.

 

In addition, JVB operates a gestation repo financing program. In general, JVB lends money to a counterparty after obtaining collateral securities from that counterparty via a reverse repurchase agreement. JVB also borrows money from another counterparty using the same collateral securities via a repurchase agreement. JVB seeks to earn net interest margin on these transactions. Gestation repo involves entering into repurchase and reverse repurchase agreements where the underlying collateral security represents a pool of newly issued mortgage loans. The borrowers (the reverse repurchase agreement counterparties) are generally mortgage originators. The lenders (the repurchase agreement counterparties) are a diverse group of counterparties comprised of banks, insurance companies, and other financial institutions. Gestation trades can be structured in two ways: (i) on balance sheet trades and (ii) agency trades. For on balance sheet trades, JVB borrows from one counterparty and lends to another on a principal basis and earns net interest margin. For agency trades, JVB receives a fee (which is paid by the borrower and is a function of the reverse repo notional amount), while the borrower and lender transact with each other directly. 

 

From 2017 through 2021, we also operated a matched book general collateral funding (“GCF”) repo business as a full netting member of the Fixed Income Clearing Corporation’s (“FICC”) Government Services Division. Primarily due to reduced spreads in the repo market for GCF collateral, we exited the GCF business in 2021. 

 

Our Capital Markets business segment generates revenue through the following activities: (1) trading activities, which include execution and brokerage services, gestation repo, riskless trading activities as well as gains and losses (unrealized and realized), and income and expense earned on securities classified as trading, (2) new issue and advisory revenue comprised of (a) origination fees for newly created financial instruments originated by us, (b) revenue from advisory services, (c) underwriting, and (d) new issue revenue associated with arranging and placing the issuance of newly created financial instruments, and (3) any investment returns on financial instruments that we have acquired or received as consideration for services provided by CCM. Our Capital Markets business segment has offices in Boca Raton (Florida), Memphis (Tennessee), Menlo Park (California), New York City (New York), Paris (France), and Philadelphia (Pennsylvania).

 

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Trades in our Capital Markets business segment can be either “riskless” or risk-based. Riskless trades are transacted with a customer order in hand, resulting in limited risk to us. Risk-based trades involve us owning the securities and thus placing our capital at risk. Such risk-based trading activity may include the use of leverage. We believe that the prudent use of capital to facilitate client orders increases trading volume and profitability. Any gains or losses on trading securities that we have classified as investments-trading are recorded in our Capital Markets business segment. In addition, any gains or losses on trading securities that we have classified as other investments, at fair value, which were acquired or received as consideration for services provided by CCM, are recorded in our Capital Markets business segment. Whereas any gains or losses on securities that we have classified as other investments, at fair value, which were not received as consideration for services provided by CCM, are recorded in our Principal Investing business segment. 

 

From time to time, CCM receives financial instruments as consideration for advisory, underwriting, and new issue placement services provided. We generally record the fair value of the investment consideration as new issue and advisory revenue at the time it is received, and record subsequent gains and losses, including periodic mark-to-market unrealized gains and losses, as principal transactions revenue, which remain in the Capital Markets segment. A description of our investment portfolio can be found under the heading "Principal Investing" below, reflecting the value as of December 31, 2024 of the financial instruments that CCM has acquired or received as consideration for services provided.

 

Our commercial real estate lending platform (“CRE Opportunities” or "CREO"), which operates outside of JVB, was created in 2021 with a primary focus on multi-family transitional loans and a team of professionals with extensive origination, underwriting, and securitization experience in the commercial real estate market. 

 

Asset Management

 

Our Asset Management business segment manages and services assets within a variety of Investment Vehicles. We earn management fees for our ongoing asset management services provided to these Investment Vehicles, which may include fees both senior and subordinate to the securities issued by the Investment Vehicles. Management fees are based on the value of the AUM or the investment performance of the vehicle, or both. As of December 31, 2024, we had $2.3 billion in AUM. AUM equals the sum of the net asset value (“NAV”) or gross assets of the Investment Vehicles we manage based on whichever measurement serves as the basis for the calculation of our management fees. Beginning in November 2023, we earn an annual servicing fee on the notional amount of the loans owned by the CREO JV and, from that point, the notional amount of these loans has been included in our AUM. Our calculation of AUM may differ from the calculations of other asset managers and, as a result, this measure may not be comparable to similar measures presented by other asset managers. This definition of AUM is not necessarily identical to any definition of AUM that may be used in our management agreements. We do not receive management fees for assets managed within our SPAC Series Funds. See discussion below.  

 

As of December 31, 2024, we had four subsidiaries that act as managers to our Investment Vehicles. Two of these subsidiaries, Cohen & Company Financial Management, LLC (“CCFM”) and Dekania Capital Management, LLC (“DCM”), are registered investment advisors under the Investment Advisers Act of 1940 (the “Investment Advisers Act”). CCFESA is based in France and regulated by the ACPR. Cohen CREO LLC, which is not a registered investment advisor, provides services for the assets of the CREO JV.

 

Subsidiary

Product Line

  
     

CCFM

SPAC Fund, SPAC Series Funds, Alesco CDOs

  
DCM

U.S. Insurance JV, Dekania Europe CDOs

  
CCFESA PriDe Funds and other managed accounts.   
Cohen CREO LLC CREO JV  

 

 The table below shows changes in our AUM by product line for the last five years.

 

ASSETS UNDER MANAGEMENT

(Dollars in Millions)

 

   

As of December 31,

  
   

2024

    

2023

    

2022

    

2021

    

2020

  

PriDe Funds and Other Managed Accounts

   $ 855     $ 865     $ 813     $ 721     $ 587  

U.S. Insurance JV

     154       166       122       142       48  

CREO JV

     309       296       -       -       -  

SPAC Fund

     -       -       81       125       53  

SPAC Series Funds

     41       35       47       130       24  

Non-CDO Investment Vehicles

     1,359       1,362       1,063       1,118       712  
                                         

Alesco CDOs

     862       884       946       1,099       1,890  

Dekania Europe CDOs.

     104       111       107       141       167  

Total CDO AUM

     966       995       1,053       1,240       2,057  
                                         

Total AUM

   $ 2,325     $ 2,357     $ 2,116     $ 2,358     $ 2,769  

 

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A description of Investment Vehicles that were under management as of December 31, 2024 is set forth below.

 

PriDe Funds and Other Managed Accounts. In July 2014, we became the investment advisor of a newly created French investment fund with total commitments of €238 million, an initial investment period of two years (which was later extended by two years), and a maturity date of July 2026 (which was later extended until July 2028). This fund was fully invested in December 2017. In January 2017, the second vintage Investment Vehicles in the series of these funds closed with total commitments of €203.5 million, an initial investment period of three years (which was later extended by two years), and a maturity date of January 2032. These Investment Vehicles were fully invested in July 2021. In July 2020, the third vintage Investment Vehicles in the series of these funds closed with total commitments of €375.5 million, an initial investment period of three years (which was later extended by two years), and a maturity date of July 2035. In November 2024, the fourth vintage Investment Vehicles in the series of these funds closed with total commitments of €337 million, an initial investment period of three years, and a maturity date of November 2037. This series of Investment Vehicles is referred to in this Annual Report on Form 10-K as the “PriDe Funds.” The PriDe Funds earn investment returns by investing in a diversified portfolio of debt securities issued by small and medium sized European and Bermudian insurance companies that have limited access to capital markets. CCFESA earns investment advisor regular fees and investment advisor performance fees depending on the level of returns achieved. We have not made an investment, nor do we expect to make any investment, in the PriDe Funds. In addition, we provide investment management or advisory services to a number of separately managed accounts owned by family offices, high net worth individuals, and asset managers. The investment focus of the separately managed accounts is on CDO, collateralized loan obligations ("CLO") notes, and debt instruments where our professionals have relevant expertise. For the services provided to these managed accounts, we are paid gross annual base management or advisory fees of approximately 1.5% plus a gross annual performance fee of 20% of cash-on-cash returns in excess of an 8% hurdle. There is also an early redemption fee if any of the clients were to terminate their arrangement within the first five years of the relationship. AUM of the PriDe Funds and other managed accounts was $855.3 million as of December 31, 2024.

 

U.S. Insurance JV. In May 2018, we committed to invest up to $3.0 million in a newly formed joint venture (the “U.S. Insurance JV”) with an outside investor. The U.S. Insurance JV was formed for the purposes of investing in debt issued by small and medium sized U.S. and Bermudian insurance and reinsurance companies and is managed by DCM. We were required to invest 4.5% of the total equity of the U.S. Insurance JV with an absolute limit of $3.0 million. As of December 31, 2024, the NAV of the U.S. Insurance JV was $151.6 million, we had fulfilled our investment commitment, and our investment in the U.S. Insurance JV was valued at $2.8 million. In addition, the insurance company debt that will be funded by the U.S. Insurance JV may be originated by us and there may be origination fees earned in connection with such transactions. We also earn management fees as manager of the U.S. Insurance JV. We are entitled to a quarterly base management fee, an annual incentive fee (if certain return hurdles are met), and an additional incentive fee upon the liquidation of the portfolio (if certain return hurdles are met).

 

CREO JV. In September 2021, we committed to invest up to $15.0 million of equity into a newly formed joint venture (the “CREO JV”) with an outside investor that committed to invest approximately $435.0 million of equity into the CREO JV. We are required to invest 7.5% of the total equity of the CREO JV with a maximum investment of $15.0 million. As of December 31, 2024, the NAV of the CREO JV was $85.8 million, we had invested $4.9 million of our $15.0 million investment commitment, and our investment in the CREO JV was valued at $6.4 million. The CREO JV is managed by us. The CREO JV was formed for the purposes of investing in primarily multi-family commercial real estate mortgage-backed loans collateralized by mostly transitional commercial real estate mortgage-backed loans. “CRE CLO” means any pooling of commercial real estate mortgage-backed loans into a collateralized loan obligation. The commercial real estate loans that are funded by the CREO JV may be originated by us and we may earn origination fees in connection with such transactions. In addition, we may earn structuring fees in connection with structuring and consummating a CRE CLO consisting of a pooling of commercial real estate loans. Any origination fees or structuring fees earned by us will be in our Capital Markets segment. We will also earn management fees as manager of any CRE CLOs based on the value of the assets consolidated into a CRE CLO (calculated in accordance with the terms of such CRE CLO), payable from the proceeds generated by and in accordance with the distribution waterfall of such CRE CLO. The CREO JV has a repurchase facility to finance its assets until they can be securitized into CRE CLOs. Through December 31, 2024, we had not yet structured or consummated a CRE CLO and, accordingly, had not earned any management fees as manager of any CRE CLO. In November 2023, we began earning an annual portfolio servicing fee on the notional amount of loans owned by the CREO JV, which is equal to 0.25%. Once we have earned aggregate portfolio servicing fees of $1.5 million, the annual percentage will drop to 0.10%. From November 2023 through 2024, we have earned $0.8 million from the CREO portfolio servicing fee.

 

SPAC Fund. In 2018, we invested in and became the investment manager and general partner of a newly formed fund structure that was created for the purpose of investing primarily in the equity interests of SPACs and, in certain circumstances, SPAC sponsor entities including SPACs sponsored by us, our affiliates, and third parties (the “SPAC Fund”). Prior to March 31, 2023, the general partner of the SPAC Fund (“Vellar GP”) had an investment in the SPAC Fund, had the potential to earn incentive fees, and had not consolidated the SPAC Fund. Effective April 1, 2023, all of the investors in the SPAC Fund, other than the Vellar GP, redeemed all of their interests in the SPAC Fund. As a result, effective April 1, 2023, the Vellar GP became the sole owner of, and began consolidating, the SPAC Fund. We owned a one-third interest in the Vellar GP, and effective April 1, 2023, we began consolidating the SPAC Fund as well. CCFM was the manager of the SPAC Fund and was entitled to a quarterly base management fee based on a percentage of the NAV of the SPAC Fund until April 1, 2023. In February 2025, we sold our one-third interest in the Vellar GP and going forward will no longer consolidate the Vellar GP or have any interest in the Vellar GP or the SPAC Fund. See note 31 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

SPAC Series Funds. As a complement to the SPAC Fund, we established and became the managing member and investment manager to two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issue a separate series for each investment portfolio, which typically consists of investments in the sponsor entities of individual SPACs. The investing activity of the SPAC Series Funds includes purchasing interests in the placement units of certain SPAC sponsor entities that, in addition to placement units, entitle the SPAC Series Funds to certain amounts of founder shares, for a nominal purchase price. The number of founder shares allocated to the SPAC Series Funds is not finally determined until the related business combination (if any) is completed by the applicable SPAC. The amount of founder shares allocable to each SPAC Series Fund is subject to change for two main reasons. First, if a business combination is not completed by the applicable SPAC within the allowed timeframe, the SPAC Series Funds will forfeit all the founder shares allocated to them for that particular SPAC. Second, even if a business combination by the applicable SPAC is completed, the economic terms of the combination are subject to negotiation between the target company and that SPAC. In many cases, the total amount of founder shares to which the sponsor entities are entitled will be reduced as part of these negotiations. In these cases, any allocation to the SPAC Series Funds will also be reduced. Although we do not charge a management fee for most of the SPAC Series Funds, nor do we earn a performance fee from most of the SPAC Series Funds, we and certain of our employees receive a portion of the allocations of founder shares, for a nominal purchase price, from the SPAC sponsor entities in which the SPAC Series Funds invest. As of December 31, 2024, the SPAC Series Funds had issued limited liability company interests and invested in 13 SPAC sponsor entities, and the aggregated total net asset carrying value of the remaining SPAC Series Funds was $41.9 million. As of December 31, 2024, our investment in the SPAC Series Funds was carried at $1.9 million. As of December 31, 2024, in our capacity as the asset manager of the SPAC Series Funds, we received and still hold an allocation of 1.7 million founder shares, for a nominal purchase price, from six different SPAC sponsor entities that have not completed any business combinations. These allocations will be worthless if the underlying SPACs fail to complete their business combination and liquidate. Furthermore, even if a business combination is completed, the founder shares allocable to us may be adjusted significantly downward based on final negotiation with the business combination counterparty. See below for a description of our Principal Investments as of December 31, 2024.

 

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CDOs. As of December 31, 2024, we managed five Alesco CDOs and two Dekania Europe CDOs, which were initially securitized during 2004 to 2007. A CDO is a form of borrowing secured by different types of fixed income assets such as corporate or mortgage loans or bonds. The borrowing is in the form of a securitization, which means that the lenders are actually investing in notes secured by the assets. In the event of a default, the lender will have recourse only to the assets securing the loan. These structures can hold different types of securities, but as of December 31, 2024, our only remaining CDOs under management were backed by U.S. and European bank and insurance TruPS and subordinated debt. In general, our Alesco and Dekania Europe deals have the following terms. We receive senior and subordinate management fees. On the Alesco CDOs, we can be removed as manager without cause if 66.7% of the rated note holders voting separately by class and 66.7% of the equity holders vote to remove us, or if 75% of the most senior note holders vote to remove us when certain over-collateralization ratios fall below 100%. We can be removed as manager for cause if a majority of the controlling class of note holders or a majority of equity holders vote to remove us. “Cause” includes unremedied violations of the collateral management agreement or indenture, defaults attributable to certain actions of the manager, misrepresentations or fraud, criminal activity, bankruptcy, insolvency or dissolution. There was a non-call period for the equity holders, which ranged from three to six years. Once this non-call period expires, a majority of the equity holders can trigger an optional redemption as long as the liquidation of the collateral generates sufficient proceeds to pay all principal and accrued interest on the rated notes and all expenses. In ten years after the closing, an auction call will be triggered if the rated notes have not been redeemed in full. In an auction call redemption, an appointee will conduct an auction of the collateral, which will only be executed if the highest bid results in sufficient proceeds to pay all principal and accrued interest on the rated notes and all expenses. If the auction is not successfully completed, all residual interest that would normally be distributed to equity holders will be sequentially applied to reduce the principal of the rated notes. Any failure of an over-collateralization coverage test redirects interest to paying down notes until compliance is restored. The securities mature up to 30 years from closing. An event of default will occur if certain over-collateralization ratios drop below 100%. While an event of default exists, a majority of the senior note holders can declare the principal and accrued and unpaid interest immediately due and payable. All of the Alesco and Dekania Europe CDOs that we manage have reached their auction call redemption features, which means the portfolio of collateral for each CDO is subject to an auction on either a quarterly or bi-annual basis. If an auction is successful, the management contract related to such CDO will be terminated in connection with the liquidation of the CDO and we will lose the related management fees.

 

In addition, we have historically received revenue shares from certain asset management businesses that we initially sponsored or owned, and subsequently sold or spun-off. A description of our only remaining asset management revenue share as of December 31, 2024 is set forth below.

 

Infrastructure Finance Business. On March 12, 2012, we entered into an agreement with unrelated third parties whereby we agreed to assist in the establishment of an international infrastructure finance business (“IIFC”). As consideration for our assistance in establishing IIFC, we received 8.0% of certain revenues of the manager of IIFC through October 31, 2021, and effective November 1, 2021, we receive 7.35% of certain revenues of the manager of IIFC. The IIFC revenue share arrangement expires when we have earned a cumulative $20 million in revenue share payments or with the dissolution of IIFC’s management company.  In 2024, we earned $2.6 million from the IIFC revenue share. From inception through 2024, we have earned $8.2 million. 

 

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Principal Investing

 

Our Principal Investing business segment has historically been comprised of investments in the Investment Vehicles we manage, as well as investments in certain other structured products, and the related gains and losses that they generate. In 2014, we refocused our Principal Investing portfolio on products that we do not manage for the purpose of earning an investment return. More recently, capitalizing on our SPAC expertise, we have become active in multiple aspects of the SPAC market, including as a sponsor, asset manager, and investor, and as a result we hold various investments related to our SPAC franchise.  

 

A SPAC is a shell corporation formed for the sole purpose of raising investment capital through an initial public offering (“IPO”), which is then used to acquire or merge with one or more unspecified businesses to be identified after the IPO. SPACs are formed and sponsored by experienced business executives who are confident that their reputation and experience will help them identify a profitable company to acquire or with which to merge. The sponsors of the applicable SPAC generally provide the starting capital for that SPAC and such sponsors stand to benefit from a sizeable stake in the post-business combination acquired or merged company (assuming a business combination is consummated by the SPAC that they sponsor). The capital raised in the SPAC’s IPO is placed in an interest-bearing trust account and cannot be disbursed except to complete a business combination or to return the money to investors (if the SPAC does not complete a business combination within the required time period and must be liquidated.) A SPAC generally has approximately two years to complete a deal. In return for the capital invested by investors in the SPAC IPO, investors typically receive units in the SPAC, with each unit often comprising a share of common stock and a warrant (or fraction thereof) to purchase more stock at a later date. The purchase price per unit of the securities is typically $10.00. After a SPAC’s IPO, the pre-IPO units of the SPAC become separable into shares of common stock and warrants. The purpose of the warrant is to provide investors with additional compensation for investing in the SPAC. The warrants generally become exercisable either 30 days after the completion of a business combination or twelve months after the IPO. The fair market value of the target company must be at least 80% (but generally much more) of the SPAC’s trust assets. Upon successful completion of a business combination, the sponsors will profit from their stake in the post-business combination acquired or merged company, while the investors receive an equity interest according to their respective investment amounts The founders of the SPAC generally purchase founder shares at the initiation of the SPAC, paying nominal consideration for the number of shares that, based on recent transactions, results in or around a 20% to 25% ownership stake in the outstanding shares after the completion of the IPO.

 

Since 2018, we have sponsored three SPACs. Our first sponsored SPAC, Insurance Acquisition Corp. (“Insurance SPAC”), completed its $150.7 million IPO in March 2019, entered into a merger agreement in June 2020, and completed its business combination in October 2020 with Shift Technologies, Inc. (“Shift”), a car-buying e-commerce platform. Our second sponsored SPAC, INSU Acquisition Corp. II (“Insurance SPAC II”), completed its $250 million IPO in September 2020 and entered into a merger agreement in November 2020 with Metromile, Inc., a digital insurance platform and pay-by-mile auto insurer (“MetroMile”), which closed on February 9, 2021. Subsequently, MetroMile was acquired by Lemonade, Inc. (NYSE:LMND) (“Lemonade”). Our third sponsored SPAC, INSU Acquisition Corp. III (“Insurance SPAC III”), completed its $218 million IPO in December 2020 and was liquidated in December 2022 without completing a business combination within the required timeframe. 

 

Subject to changes in the overall SPAC market, which are evolving rapidly, we may continue to grow our SPAC franchise and capitalize on opportunities in the space. In addition to our sponsored SPACs, we receive founder shares and purchase placement units and IPO units in various SPACs sponsored by third parties and affiliates, through our SPAC Series Funds and our Principal Investing portfolio. The amount of founder shares allocated to us is not finally determined until the related business combination is completed. The amount of founder shares allocable to us is subject to change for two main reasons. First, if a business combination is not completed by the applicable SPAC within the allowed time frame, we will forfeit all the founder shares allocated to us for that particular SPAC. Second, even if a business combination is completed by the applicable SPAC, the economic terms of the combination are subject to negotiation between the target company and that SPAC. In many cases, the total amount of founder shares to which the sponsor entities are entitled will be reduced as part of these negotiations. In these cases, any allocation of founder shares to us will also be reduced. 

 

We invest in SPAC sponsor entities that we do not consolidate because we are not the managing member of such sponsor entity or otherwise do not have the power to direct the sponsor entity's most important activities. In these cases, we treat our investment in the SPAC sponsor entity as an equity method investment. Furthermore, because of the difficulty of determining the fair value of such an investment during the applicable SPAC's pre-business combination period, we generally have not elected the fair value option. If a SPAC completes a business combination and we have an equity method investment in the associated sponsor entity, the sponsor entity will record income equal to the difference between the fair value of the restricted and unrestricted shares it receives and the carrying value of its equity method investment in the SPAC. We will recognize our share of this gain as income from equity method affiliates. The sponsor entity will continue to mark its investment in the SPAC to market after the business combination and we will recognize our share of the change in fair value as income or loss from equity method affiliates. Once the sponsor entity distributes to us our share of the SPAC shares it owns, we will reclassify our investment from investment in equity method affiliates to other investments, at fair value as we will then hold the SPAC shares directly (rather than through an equity method investee). We will then record principal transactions income and loss until the SPAC shares themselves are liquidated.

 

Through Vellar GP, we have also engaged in several transactions known as “share forward arrangements” (“SFAs”). In a typical SFA transaction, we acquire an interest in a publicly traded company (referred to as the “SFA Counterparty”) through open market purchases, direct acquisitions from the SFA Counterparty, or a combination thereof. These interests can take the form of unrestricted common shares, restricted common shares, equity derivatives, or fair value receivables. Upon acquiring these interests, we enter into an SFA derivative arrangement with the SFA Counterparty. In cases where we acquire our interests in the SFA Counterparty through open market purchases, the SFA generally requires an up-front payment to us from the SFA Counterparty. The amount of this up-front payment equals the cost we paid for our interests in the SFA Counterparty, less a shortfall amount in certain cases. To fund the shortfall portion of the initial investment, we will utilize available cash on hand or available financing. The SFA stipulates that we must make a payment to the SFA Counterparty on or subsequent to a certain maturity date. Depending on the terms of the SFA, this payment may be made in cash, by returning the interests we acquire in the SFA Counterparty, or through a combination of both. In some cases, the SFA requires the payment to be made exclusively in cash. Importantly, the SFA does not obligate us to hold the interests that we acquired in the SFA Counterparty. Following the execution of the SFA, we are free to sell the interests we acquired in the SFA Counterparty (assuming the interests themselves are not restricted from transfer). Additionally, SFAs generally include a feature whereby if we hold the interests we acquired in the SFA Counterparty until maturity or another agreed-upon date, we become eligible to receive an additional payment from the SFA Counterparty, either in cash or in additional interests in the SFA Counterparty. Such a payment is known as the “Maturity Consideration.” Furthermore, SFAs usually include a provision allowing us to terminate the SFA, either in whole or in part, before its maturity by making an agreed-upon payment based on an amount defined in the SFA (the “Reset Price”). The Reset Price may either remain fixed throughout the term of the SFA, or fluctuate based on certain calculations within the SFA. SFAs also impose various obligations on the SFA Counterparty, which may include registering a predetermined number of the interests in the SFA Counterparty (subject to the SFA) with the SEC, maintaining the listing of the SFA Counterparty securities on a national exchange, and/or that the closing price of the SFA Counterparty’s shares on the public exchange does not fall below a predetermined price for a specific period of time. If any of these SFA Counterparty obligations are breached or not satisfied, we may have the right to terminate the SFA and accelerate the payment of the Maturity Consideration upon termination. The SFAs provide the right of set off in the case of Maturity Consideration, thereby allowing us to keep the interests we hold in the SFA Counterparty and offset the Maturity Consideration we are owed following termination of the applicable SFA.  On February 25, 2025, we sold all of our interests in Vellar GP and do not anticipate engaging in additional SFA transactions in the foreseeable future.

 

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As of December 31, 2024, our investment portfolio included other investments, at fair value, which were valued at $35.3 million, and investments in equity method affiliates, which were carried at $23.4 million, net of other investments sold, not yet purchased, which were valued at $1.7 million, and the related non-convertible non-controlling interests, which were valued at $11.5 million. Any financial instruments that CCM receives as consideration for services provided are included in the Capital Markets segment, while all other financial instruments are included in the Principal Investing segment; financial instruments from both our Capital Markets and Principal Investing segments are shown in the chart below. In addition, several of the positions listed below are subject to trading restrictions or are warrants, units, or notes that are convertible into publicly traded equity. 

 

A description of our investments as of December 31, 2024 is set forth below.  

 

                             

Inv in Equity

    

Other Inv

    

Non-Convertible,

    

Net

          

($000s)

    

Other Investments at Fair Value

    

Method

    

Sold, Not Yet

    

Non-Controlling

    

Investment

    

12/31/24

  

Investments

Ticker

  

CCM

    

Other

    

Total

    

Affiliates

    

Purchased

    

Interest

    

Value

    

Share Price

  

Post-Business Combination SPACs -

                                                                  

Abpro Corporation

ABP

   $ 358     $ -       358     $ -     $ -     $ -     $ 358     $ 1.79  

Baird Medical Investment Holdings Limited

BDMD

     380       -       380       -       -       -       380       7.60  

Brand Engagement Network, Inc.

BNAI

     950       189       1,139       -       -       (844 )     295       0.97  

Captivision Inc.

CAPT

     1,753       -       1,753       -       -       -       1,753       0.71  

Critical Metals Corp.

CRML

     137       3,006       3,143       454       -       (1,607 )     1,990       6.79  

Crown LNG Holdings Limited

CGBS

     1,224       -       1,224       -       -       -       1,224       0.40  

Murano Global Investments Plc

MRNO

     -       -       -       15,876       -       (7,569 )     8,307       10.24  

Payoneer Global Inc.

PAYO

     -       2,850       2,850       -       -       -       2,850       10.04  

Rezolve Limited

RZLV

     7,563       1,888       9,451       1,224       (1,121 )     (164 )     9,390       3.82  

Veea Inc.

VEEA

     1,037       -       1,037       -       -       -       1,037       3.81  

Vellar - SPVs

NA

     -       470       470       -       (470 )     (827 )     (827 )  

NA

  

ZoomCar Holdings, Inc. (convertible note and shares)

ZCAR

     1,565       -       1,565       146       -       -       1,711       1.81  

Other

NA

     139       298       437       5       (60 )     (451 )     (69 )  

NA

  

Subtotal

     15,106       8,701       23,807       17,705       (1,651 )     (11,462 )     28,399          

Pre-Business Combination SPACs -

                                                                  

Chenghe Acquisition II Co.

CHEB

     183       -       183       -       -       -       183       10.21  

Dynamix Corporation (warrants)

DYNXW

     388       -       388       -       -       -       388       0.28  

FACT II Acquisition Corp (units)

FACTU

     621       -       621       -       -       -       621       9.98  

Melar Acquisition Corp I

MACI

     138       -       138       -       -       -       138       10.06  

Other

NA

     257       -       257       -       -       -       257    

NA

  

Subtotal

     1,587       -       1,587       -       -       -       1,587          

Other Investments -

                                                                  

CREO JV

NA

     -       6,432       6,432       -       -       -       6,432    

NA

  

Dutch Real Estate

NA

     -       -       -       5,105       -       -       5,105    

NA

  

U.S. Insurance JV

NA

     -       2,825       2,825       -       -       -       2,825    

NA

  

Other

NA

     73       538       611       621       -       -       1,232    

NA

  

Subtotal

     73       9,795       9,868       5,725       -       -       15,593          

Total Investment Portfolio

   $ 16,766     $ 18,496     $ 35,262     $ 23,430     $ (1,651 )   $ (11,462 )   $ 45,579          

 

Investment in Post-Business Combination SPACs. These are investments in publicly traded companies that were issued in connection with business combinations with SPACs. A significant portion of this equity was received as consideration for services provided by CCM. The portion that is not related to CCM consideration, is related to allocations of founder shares to us, for a nominal purchase price, from the SPAC sponsor entities in which the SPAC Series Funds invested. An investment in post-business combination SPACs is classified as other investments, at fair value after we receive our allocation of the post-business combination publicly traded company shares. During the period between the closing of the business combination and receiving our allocation of shares in the post-business combination publicly traded company, an investment in post-business combination SPACs is classified as an investment in equity method affiliates, representing an investment in the sponsor of the SPAC, entitling us to an eventual allocation of post-business combination public company shares. As of December 31, 2024, our investment in the public equity of post-business combination SPACs was valued at $23.8 million as a component of other investments, at fair value, $15.1 million of which was received as consideration for services provided by CCM, and our investment in the sponsors entitling us to public equity of post-business combination SPACs had a carrying value of $17.7 million as a component of investment in equity method affiliates. As of December 31, 2024, these investments had offsetting liabilities that were valued at $1.7 million as a component of other investments sold, not yet purchased, and $11.5 million as a component of non-convertible non-controlling interests, representing the portion of the investment that we do not ultimately own. Certain of the shares are subject to restrictions on transfer until threshold trading prices are met. See notes 4 and 9 to our consolidated financial statements included in this Annual Report on Form 10-K. 

 

Investment in Pre-Business Combination SPACs. These are investments in publicly traded pre-business combination SPACs, which are primarily shares received as consideration for CCM acting as underwriter in the IPOs of SPACs or performing other advisory services. As of December 31, 2024, our investment in the public equity of pre-business combination SPACs was valued at $1.6 million as a component of other investments, at fair value.

 

Investment in CREO JV. In September 2021, we co-established and committed to invest up to $15.0 million in the CREO JV. As of December 31, 2024, we had invested $4.9 million of our $15.0 million investment commitment, our investment in the CREO JV was valued at $6.4 million, which was included as a component of other investments, at fair value in our consolidated balance sheet, and the NAV of the CREO JV was $85.8 million.

 

Investment in Dutch Real Estate. In December 2019, we acquired a 45% interest in CK Capital Partners B.V. (“CK Capital”), a private company incorporated in the Netherlands, which provides asset and investment advisory services relating to real estate holdings, as well as a 10% interest in a related real estate holding company. In December 2021, we invested an additional $2.4 million in the related real estate holding company. As of December 31, 2024, our investment in these Dutch real estate entities was carried at $5.1 million, $0.4 million in CK Capital and $4.7 million in the real estate holding company, which was included as a component of investment in equity method affiliates in our consolidated balance sheet.

 

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Investment in U.S. Insurance JV. During 2018, we co-established and committed to invest up to $3.0 million in the U.S. Insurance JV. As of December 31, 2024, we had fulfilled our investment commitment, our investment in the U.S. Insurance JV was valued at $2.8 million, which was included as a component of other investments, at fair value in our consolidated balance sheet, and the NAV of the U.S. Insurance JV was $151.6 million.

 

Investment in Other Securities. We have invested in various original issuance securities that we have originated and certain other securities that we have not originated including private equity, public equity, and real estate loans. As of December 31, 2024, our investments in these other securities were valued at $0.6 million, which was included as a component of other investments, at fair value, and $0.6 million, which was included as a component of investment in equity method affiliates, in our consolidated balance sheet.

 

Employees 

 

As of December 31, 2024, we employed a total of 113 full-time professionals and support staff. This number includes 76 employees of our JVB subsidiary, six employees of our CRE Opportunities group, five employees of our Principal Investing business segment, eight employees of our U.S. Asset Management business segment, five employees of our European Asset Management business segment, and 13 employees of our executive and support services group. We consider our employee relations to be good and believe that our compensation and employee benefits are competitive with those offered by other financial services firms that we compete with for personnel. None of our employees is subject to any collective bargaining agreements. Our core asset is our professionals, their intellectual capital, and their dedication to providing the highest quality services to our clients. Prior to joining us, members of our management team held positions with other leading financial services firms, accounting firms, law firms, investment firms, or other public companies. Lester R. Brafman, Daniel G. Cohen, and Joseph W. Pooler, Jr. are our executive operating officers, and biographical information relating to each of these officers is incorporated by reference in “Part III — Item 10 — Directors, Executive Officers and Corporate Governance” to the Company’s Proxy Statement, to be filed in connection with the Company’s 2025 Annual Meeting of Stockholders.

 

Competition

 

All areas of our business are intensely competitive, and we expect them to remain so. We believe that the principal factors affecting competition in our business include the economic environment, the quality and price of our products and services, our client relationships, our reputation, our market focus, and the ability of our professionals.

 

Our competitors are other public and private investment banks, brokerage firms, merchant banks, financial advisory firms, and asset managers. We compete globally and on a regional, product, and niche basis. Many of our competitors have substantially greater capital and resources than we do and offer a broader range of financial products and services. Certain of these competitors continue to raise additional amounts of capital to pursue business strategies that may be similar to ours. Some of these competitors may also have access to liquidity sources that are not available to us, which may pose challenges for us with respect to investment opportunities. In addition, some of these competitors may have higher risk tolerances or make different risk assessments than we do, allowing them to consider a wider variety of investments and establish broader business relationships.

 

There has been substantial consolidation and convergence among companies in the financial services industry, including among many of our former competitors. In particular, a number of large commercial banks have established or acquired broker-dealers or have merged with other financial institutions. Many of these firms have the ability to offer a wider range of products than we offer, including loans, deposit taking, and insurance. Many of these firms also offer more comprehensive investment banking services, which may enhance their competitive position. They also have the ability to support investment banking and securities products with commercial banking and other financial services revenue in an effort to gain market share, which could result in pricing pressure in our business. This trend toward consolidation and convergence has significantly increased the capital base and geographic reach of our competitors.

 

Competition is intense for the recruitment and retention of experienced and qualified professionals. The success of our business and our ability to continue to compete effectively will depend significantly upon our continued ability to retain and motivate our existing professionals and attract new professionals. We compete, among other factors, on the level and nature of compensation and long-term incentives, workplace culture, and opportunities for professional and personal development for our employees. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees, in each case, at appropriate compensation levels. See “Item 1A — Risk Factors."

 

Regulation 

 

Certain of our subsidiaries, in the ordinary course of their business, are subject to extensive regulation by government and self-regulatory organizations both in the U.S. and abroad. As a matter of public policy, these regulatory bodies are responsible for safeguarding the integrity of the securities and other financial markets. The regulations promulgated by these regulatory bodies are designed primarily to protect the interests of the investing public generally, and thus cannot be expected to protect or further the interests of our company or our stockholders and may have the effect of limiting or curtailing our activities, including activities that might be profitable.

 

As of December 31, 2024, our regulated subsidiaries include: JVB, a U.S. registered broker-dealer regulated by FINRA and subject to oversight by the U.S. Securities and Exchange Commission (the “SEC”); CCFESA, a French company regulated by the French Prudential Supervision and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution, the “ACPR”); and CCFM and DCM, each of which is a registered investment adviser regulated by the SEC under the Investment Advisers Act. Since our inception, our businesses have been operated within a legal and regulatory framework that is constantly developing and changing, requiring us to be able to monitor and comply with a broad range of legal and regulatory developments that affect our activities.

 

Certain of our businesses are also subject to compliance with laws and regulations of U.S. federal and state governments, foreign governments, their respective agencies and/or various self-regulatory organizations or exchanges relating to, among other things, the privacy of client information and any failure to comply with these regulations could expose us to liability and/or reputational damage. Additional legislation, changes in rules promulgated by financial authorities and self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules, either in the U.S. or abroad, may directly affect our mode of operation and profitability.

 

The U.S. and foreign government agencies and self-regulatory organizations, as well as state securities commissions in the U.S., are empowered to conduct periodic examinations and initiate administrative proceedings that can result in censures, fines, the issuances of cease-and-desist orders, and/or the suspension or expulsion of a broker-dealers or their directors, officers, or employees. See “Item 1A — Risk Factors” beginning on page 16.

 

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U.S. Regulation. As of December 31, 2024, JVB was registered as a broker-dealer with the SEC and was a member of and regulated by FINRA. JVB is subject to the regulations of FINRA and industry standards of practice that cover many aspects of its business, including initial licensing requirements, sales and trading practices, relationships with customers (including the handling of cash and margin accounts), capital structure, capital requirements, record-keeping and reporting procedures, experience and training requirements for certain employees, and supervision of the conduct of affiliated persons, including JVB's directors, officers, and employees. FINRA has the power to expel, fine, and otherwise discipline member firms and their employees for violations of these rules and regulations. JVB is also registered as a broker-dealer in certain U.S. states, requiring it to comply with the laws, rules, and regulations of each state in which JVB is registered. Each state may revoke the registration to conduct a securities business in that state and may fine or otherwise discipline broker-dealers and their employees for failure to comply with such state’s laws, rules, and regulations.

 

The SEC, FINRA, and various other regulatory agencies within and outside of the U.S. have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. Generally, a broker-dealer’s net capital is net worth plus qualified subordinated debt less deductions for certain types of assets. The net capital rule under the Exchange Act requires that at least a minimum part of a broker-dealer’s assets be maintained in a relatively liquid form. The SEC and FINRA impose rules that require notification when net capital falls below certain predefined criteria. These rules also dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. If a firm fails to maintain the required net capital, it may be subject to suspension or revocation of registration by the applicable regulatory agency, and suspension or expulsion by these regulators could ultimately lead to a firm’s liquidation. Additionally, the net capital rule under the Exchange Act and certain FINRA rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain capital withdrawals.

 

If these net capital rules are changed or expanded, or if there is an unusually large charge against our net capital, our operations that require the intensive use of capital would be limited. A large operating loss or charge against our net capital could adversely affect our ability to expand or even maintain current levels of business, which could have a material adverse effect on our business and financial condition.

 

Our investment adviser subsidiaries, CCFM and DCM, are registered with the SEC as investment advisers and are subject to the rules and regulations of the Investment Advisers Act. The Investment Advisers Act imposes numerous obligations on registered investment advisers including record-keeping, operational and marketing requirements, disclosure obligations, limitations on principal transactions between an adviser and its affiliates and advisory clients, and prohibitions on fraudulent activities. The SEC is authorized to institute proceedings and impose sanctions for violations of the Investment Advisers Act, ranging from fines and censure to termination of an investment adviser’s registration. Investment advisers are also subject to certain state securities laws and regulations.

 

We are also subject to the USA PATRIOT Act of 2001 (the “Patriot Act”), which imposes obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence, customer verification, and other compliance policies and procedures. These regulations require certain disclosures by, and restrict the activities of, broker-dealers, among others. Failure to comply with these new requirements may result in monetary, regulatory and, in the case of the Patriot Act, criminal penalties.

 

In July 2010, the federal government passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act has significantly restructured and intensified regulation in the financial services industry, with provisions that  have created a systemic risk oversight body (i.e., the Financial Stability Oversight Council), expanded the authority of existing regulators, increased regulation of and restrictions on OTC derivatives markets and transactions, broadened the reporting and regulation of executive compensation, expanded the standards for market participants in dealing with clients and customers, and provided for the regulation of fiduciary duties owed by municipal advisors or conduit borrowers of municipal securities. In addition, Section 619 of the Dodd-Frank Act (known as the “Volker Rule”) and section 716 of the Dodd-Frank Act (known as the “swaps push-out rule”) limit proprietary trading of certain securities and swaps by certain banking entities. Although we are not a banking entity and are not otherwise subject to these rules, some of our clients and many of our counterparties are banks or entities affiliated with banks and will be subject to these restrictions.  These sections of the Dodd-Frank Act and the regulations that are adopted to implement them could negatively affect the swaps and securities markets by reducing their depth and liquidity and thereby affect pricing in these markets.  To date, we have adapted successfully to the applicable legislative and regulatory requirements of Dodd-Frank. However, the Dodd-Frank Act as a whole and the intensified regulatory environment will likely alter certain business practices and change the competitive landscape of the financial services industry, which may have an adverse effect on our business, financial condition, and results of operations. 

 

In June 2018, in response to the uncertainty surrounding Brexit, we created a new subsidiary, Cohen & Company Financial (Europe) Limited (“CCFEL”) in Ireland, for the purpose of seeking to become regulated to perform asset management and capital markets activities in Ireland and the European Union. In April 2019, CCFEL received authorization from the CBI under the European Union (Markets in Financial Instruments) Regulations 2017 to provide Financial Instruments.  The services for which CCFEL received authorization include the receipt and transmission of orders in relation to Financial Instruments, the execution of orders on behalf of clients, portfolio management, investment advice and investment research, and financial analysis.  In addition, CCFEL applied for approval of a French branch, which approval was granted by the CBI and the branch was authorized by the French regulators in April 2019.  Following authorization of the French branch of CCFEL, various contracts originally entered into by Cohen & Company Financial Limited (“CCFL”), formerly regulated by the Financial Conduct Authority in the United Kingdom, were novated to the French branch of CCFEL. The novation of contracts was completed on July 1, 2019. In order to finalize our Brexit plans and to increase the efficiency of our activity in Europe (and as all the regulated activity of CCFEL was carried out by its French branch), we created a new subsidiary, CCFESA, in France in 2021, for the purpose of taking over our regulated European activities under one regulated entity. In October 2021, CCFESA received authorization from the ACPR to act as an Investment Firm under the European Union (Markets in Financial Instruments) Regulations 2017 to provide Financial Instruments.  The services for which CCFESA received authorization include the receipt and transmission of orders in relation to Financial Instruments, the execution of orders on behalf of clients, portfolio management, investment advice and investment research, and financial analysis. Following authorization of CCFESA, various contracts originally entered into by CCFL and CCFEL were novated to CCFESA. The novation of contracts was completed on November 1, 2021. Further to such novation, both CCFL and CCFEL stopped carrying out any regulated activity and have been liquidated.

 

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French Regulation. Our French subsidiary, Cohen & Company Financial (Europe) S.A. (“CCFESA”) is an investment services provider authorized and regulated by the French Prudential Supervision and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution, the “ACPR”). CCFESA is subject to the ACPR’s rules and guidance, but also to the rules of the French Financial Markets Authority (Autorité des Marchés Financiers, the “AMF”) and the relevant provisions of the French Monetary and Financial Code and the AMF’s general regulations. CCFESA’s license by the ACPR covers the following activities: (1) order reception and transmission for third parties; (2) order execution for third parties; (3) investment advice; and (4) portfolio management for third parties; it can also carry out research and financial analysis.  An overview of key aspects of France’s regulatory regime, which apply to CCFESA, is set out below.

 

Ongoing regulatory obligations. As a French regulated entity, CCFESA is subject to ongoing regulatory obligations, which cover the following wide-ranging aspects of its business. The ACPR sets conditions that all French authorized investment firms, including CCFESA, must satisfy in order to become and remain authorized by the ACPR. These relate to the firm’s initial capital and appropriate financial resources for the proposed activities, the identity and status of direct and indirect shareholders, a management that has the knowledge, experience and fitness of investment firms and is located in France and has a program of operations for each of the proposed services approved by the AMF.

 

CCFESA is expected to comply with the ACPR’s regulatory frameworks.  Consequently, the ACPR imposes overarching responsibilities on the directors and senior management of a regulated firm. Key requirements in this context include the need to have adequate systems and controls in relation to: (1) senior management arrangements and general organizational requirements; (2) compliance, internal audit, and financial crime prevention; (3) outsourcing; (4) record keeping; (5) risk management; and (6) managing conflicts of interest.

 

CCFESA permitted activity is to deal only with eligible counterparties and professional clients as defined under Schedule 2 of the MIFID II Regulations in relation to the regulated activities it conducts. The level with which CCFESA must comply is dependent on the categorization of its clients, which should be considered in the context of the regulated activity being performed. These rules include requirements relating to the type and level of information that must be provided to clients before business is conducted with or for them, the regulation of financial promotions, procedures for entering into client agreements, obligations relating to the suitability and appropriateness of investments, and rules about managing investments and reporting to clients.

 

Reporting. All authorized firms in France are required to report to the ACPR and to the AMF on a periodic basis. CCFESA’s reporting requirements are based on the scope of its license. The ACPR will use the information submitted by CCFESA to monitor it on an ongoing basis. There are also high-level reporting obligations, whereby CCFESA is required to engage with the AMF in an open and co-operative way and to disclose appropriately anything relating to its activity and which would affect its business plan, activity or any relevant information submitted to the regulators in the context of its license application.

 

Enforcement powers. The ACPR has a wide range of disciplinary and enforcement tools that it can use should a regulated firm fail to comply with its regulatory obligations.  However, this primary jurisdiction does not exclude that of the AMF with regard more specifically to any failure by persons placed under its supervision (and therefore within investment firms) to fulfill their professional obligations. In addition, the AMF has the option of delegating its power of control, in particular to market operators and clearing houses and to the ACPR. For its part, the ACPR can also delegate its power of control, in particular to the AMF.

 

A wide range of tools can be used to take action against regulated entities and/or individuals which fall short of our expected standards of behavior including:

 

● issuance of a warning;

● issuance of a rebuke;

● prohibition, for a maximum period of 10 years, from carrying out certain operations and any other limitations in the exercise of its activity;

● temporary suspension or compulsory resignation, for a maximum period of 10 years, of one or more managers, with or without the appointment of a provisional administrator;

● partial or total withdrawal of approval or removal from the list of authorized persons, with or without the appointment of a liquidator;

● temporary or definitive withdrawal of the professional card, temporary ban on trading for their own account, temporary or definitive ban on the exercise of all or part of the activities or the exercise of management functions within the relevant entity; and

● imposition of a fine.

 

With regard to the pecuniary sanctions which may be imposed by the ACPR and/or the AMF instead of or in addition to the aforementioned sanctions, such fines cannot exceed 100 million euros (or ten times the amount of the benefit derived from such breach if this can be determined) or 15% of net annual turnover for breaches specifically referred to in the French Monetary and Financial Code (article L621-9). Fines issued against individuals under the authority or acting on behalf of an investment firm cannot exceed 15 million euros (or ten times the amount of the benefit derived from the breach if this can be determined).

 

In addition to the general sanctions regime as described above, a specific regime is provided for breaches of the provisions of the Capital Requirement (CRR) Regulation and the Capital Requirement Directive IV (CRD), which establish in particular the capital and liquidity requirements, as well as the rules of governance to which investment firms are subject.

 

Financial Resources. As part of the firm regulatory requirements under the ACPR it must maintain adequate financial resources as set out in the European Union Regulation (EU) 2019/2033, also known as the Investment Firms Regulation (IFR), and Directive (EU) 2019/2034, also known as the Investment Firms Directive (IFD). The IFR and the IFD apply to investment firms deemed sufficiently small and non-interconnected (so called “class 3” firms). Class 3 firms are subject to less stringent financial requirements; specifically, the capital requirement for a class 3 firm is equal to the higher of (1) €75,000 of permanent minimum capital requirement (PMR) or (2) a quarter of its fixed overhead measured on the basis of the previous year’s activity. CCFESA is classified as a class 3 firm and is subject to a base regulatory tangible capital requirement of €621,000.

 

In addition, this base capital will be reviewed on an annual basis. The Company's capital will also be reviewed in the event of a material change in the Company's business since the preceding year.

 

Anti-money Laundering Requirements. A French financial institution is subject to additional client acceptance requirements, which stem from anti-money laundering and terrorist financing legislation that requires a firm to identify its clients before conducting business with or for them and to retain appropriate documentary evidence of this process. Relevant anti-money laundering legislation in France is derived from EU Directives and more particularly EU Directive 2015/849 of 20 May 2015 (also known as the “Fourth Directive”) and EU Directive 2018/843 of 30 May 2018 (also known as the “Fifth Directive”).  The fight against money laundering and terrorist financing (AML-CFT) is one of the AMF’s main supervisory priorities. The ACPR is also responsible for protecting the customers of the supervised institutions and ensuring the fight against money laundering and the financing of terrorism. It also has resolution powers.

 

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The obligations derived from the Fourth Directive were implemented into the French Monetary and Financial Code (refer to articles L561-1 and L561-50) and include:

 

● risk assessment;

● identification and verification of the identity of clients and their beneficial owners;

● due diligence measures upon entry and throughout the business relation;

● obligation to file suspicious transaction reports to TRACFIN;

● internal audit and reporting to the AMF; and

● implementation of asset freezing measures.

 

The Fifth Directive was implemented into French law at the beginning of 2020. It sets out a series of measures to fight against terrorist financing more effectively and guarantee improved transparency of financial transactions.

 

Changes in Existing Laws and Rules. Additional legislation and regulations, changes in rules promulgated by the government regulatory bodies, or changes in the interpretation or enforcement of laws and regulations may directly affect the manner of our operation, our net capital requirements, or our profitability. In addition, any expansion of our activities into new areas may subject us to additional regulatory requirements that could adversely affect our business, reputation, and results of operations. 

 

The AML package, a new body of regulations to combat money laundering and the financing of terrorism (AML/CFT), was published on June 19, 2024. It consists of one directive, the 6th Anti-Money Laundering Directive (hereafter “AMLD6”), and two regulations, one concerning the creation of the new European AML-FT authority - known by the acronym “AMLA” - and the other relating to the requirements that supervised entities must meet to protect the European Union's internal market against BC-FT risks. As part of the AMLA package, the 6th Anti-Money Laundering Directive aims to improve the organization of national AML/CFT systems by establishing clear rules for national authorities, notably in terms of cooperation between Financial Intelligence Units (FIUs) and national supervisors. The main contributions of this new directive concern the centralization and harmonization of information required for financial investigations, in particular bank account information and information on beneficial owners.

 

European Regulation 2022/2554 of December 14, 2022 on the digital operational resilience of the financial sector (DORA) came into force on January 17, 2025. The requirements of this regulation apply, with certain exceptions, to all entities in the financial sector and concern:

 

● IT risk management;

● incident reporting;

● resilience testing; and

● management of third-party risk borne by IT service providers.

 

Available Information

 

On our internet website address at www.cohenandcompany.com, we make available, free of charge, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and any amendments to those reports that we file or furnish pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such information with, or furnish such information to, the SEC.  Copies of such reports and other information are also available at no charge to any person who requests them at Cohen & Company, Attention: Investor Relations, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104-2870 (Telephone: (215) 701-8952).

 

Our filings can also be obtained for free on the SEC’s Internet site at http://www.sec.gov. The reference to our website address does not constitute incorporation by reference of the information contained on our website in this filing or in other filings with the SEC, and the information contained on our website is not part of this filing.

 

 

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ITEM 1A.  RISK FACTORS.

 

You should carefully consider the risks and uncertainties described below and elsewhere in this Annual Report on Form 10-K. If any of these risks actually occur, our business, financial condition, liquidity and results of operations could be adversely affected. The risks and uncertainties described below constitute all of the material risks of the Company of which we are currently aware; however, the risks and uncertainties described below may not be the only risks the Company will face. Additional risks and uncertainties of which we are presently unaware, or that we do not currently deem to be material, may become important factors that affect us and could materially and adversely affect our business, financial condition, results of operations and the trading price of our securities. Investing in the Company’s securities involves risk and the following risk factors, together with the other information contained in this report and the other reports and documents filed by us with the SEC, including Forms ADV filed by CCFM and DCM, should be considered carefully.

 

Summary of Risk Factors

 

The following summary highlights some of the principal risks that could adversely affect our business, financial condition or results of operations. This summary is not complete and the risks summarized below are not the only risks we face.

 

Risks Related to Our Business and Our Industry:

 

 

●

Difficult market conditions have adversely affected our business and may continue to do so.
 

●

Economic slowdown, market volatility, a recession and increasing interest rates may impair investments and operating results.
 

●

We may experience write downs of financial instruments and other losses due to the volatile and illiquid market conditions.
 

●

We have incurred losses for certain periods covered by this report and in the recent past and may incur losses in the future.
 

●

Continued difficulties in our Capital Markets segment due to intense competition has resulted in significant strain on our administrative, operational and financial resources and these difficulties may continue in the future.
 

●

Our gestation repo business serves a narrow market and is likely subject to highly volatile demand.
 

●

Our mortgage group’s revenue is highly dependent on the U.S. housing market, generally.
 

●

Our Capital Markets segment depends significantly on a limited group of customers.
  ● Underwriting activities expose us to risk.  
 

●

Failure to retain senior management and qualified personnel may result in our not being able to execute our business strategy.
 

●

Payment of severance could strain our cash flow.
 

●

If additional cash is not available, our business and financial performance will be significantly harmed.
 

●

Failure to obtain or maintain adequate capital and funding would adversely affect the growth and results of our operations.
 

●

The lack of liquidity in certain investments may adversely affect our business, financial condition and results of operations.
  ● Our investments in the equity interests of SPACs and SPAC Sponsor Entities may expose us to increased risks and liabilities.
  ● Our investments in SPAC Sponsor Entities are highly speculative, subject to total loss, and completely illiquid prior to business combination.
  ● Our investments in post-business combination SPACs are carried at fair value but subject to sale restrictions which could result in significant losses to our business.
  ● Our failure to deal appropriately with actual, potential, or perceived conflicts of interest could damage our reputation and materially adversely affect our business.  
  ● Our strategic relationship with Cohen Circle, LLC ("Cohen Circle"), formerly Fintech Masala, LLC could result in conflicts of interest and termination of such relationship could result in losses to our businesses. 
 

●

If we are unable to manage the risks of international operations effectively, our business could be adversely affected.
 

●

The securities settlement process exposes us to risks that may adversely affect our business.
 

●

We are exposed to the risk that third parties that are indebted to us will not perform their obligations.
 

●

We are exposed to various risks related to margin requirements under repurchase agreements and securities financing arrangements and are highly dependent on our clearing relationships.  
 

●

We have market risk exposure from unmatched principal transactions entered into by our brokerage desks.
 

●

Pricing and other competitive pressures may impair the revenues and profitability of our brokerage business.
 

●

Increase in capital commitments in our trading business increases the potential for significant losses.
 

●

Our principal trading and investments expose us to risk of loss.
 

●

Our principal investments are subject to various risks and expose us to a significant risk of capital loss.
 

●

Historical returns of our funds and managed accounts may not be indicative of their future results.
 

●

There is increasing regulatory supervision of alternative asset management companies.
 

●

Asset management clients generally may redeem their investments, which could reduce our asset management fee revenues.
 

●

The investment management business is intensely competitive, which could have a material adverse impact on our business.
 

●

Poor performance of our investment funds’ and separately managed accounts’ investments could result in a decline in our asset management revenue and earnings and investors terminating our management agreements.
 

●

Any agreement to indemnify a SPAC against certain claims could negatively affect our financial results.
 

●

We may make future loans to SPACs which may not be repaid.
  ● Our management may allocate some portion of their time to the business of the SPAC, which may create conflicts of interest.  
 

●

If our risk management systems for our businesses are ineffective, we may be exposed to material unanticipated losses.
 

●

Failures in our information and communications systems could significantly disrupt our business.
 

●

We may not be able to keep pace with continuing changes in technology.
  ● The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition, and results of operations. 
 

●

Failure to protect client data or prevent breaches of our information systems could expose us to liability/reputational damage.
 

●

We are largely dependent on Pershing LLC to provide clearing services and margin financing.
 

●

Our substantial level of indebtedness could adversely affect our financial health and ability to compete.
 

●

Changes in accounting interpretations or assumptions could adversely impact our financial statements.
 

●

Any change of our investment strategy, hedging strategy, asset allocation and operational policies may result in riskier investments and adversely affect the market value of our Common Stock.
 

●

Maintenance of our Investment Company Act exemption imposes limits on our operations.
 

●

The soundness of other financial institutions and intermediaries affects us.

 

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  ● We operate in a highly regulated industry and may face increasing restrictions on, and examination of, the conduct of our operations.
  ● Substantial legal liability or significant regulatory action could materially affect our business. 
  ● Highly competitive markets could have a material effect on our business.
  ● Employee misconduct or error could harm our business.
 

●

We receive financial instruments instead of cash as consideration for some of our services, which may be illiquid, and the price we ultimately realize may be materially lower than current fair value.  
 

●

SFA transactions may obligate us to make payments on certain payments upon or subsequent to maturity which may adversely impact our liquidity.  

 

Risks Related to Our Organizational Structure and Ownership of Our Common Stock:

 

  ● We could repurchase shares of our Common Stock at price levels considered excessive, the amount of our Common Stock we repurchase may decrease from historical levels, or we may not repurchase any additional shares of our Common Stock in the future. 
 

●

We are dependent on distributions from the Operating LLC as a holding company.
 

●

Daniel G. Cohen’s significant ownership interests in the Operating LLC and other entities could create conflicts of interest.
 

●

As a “controlled company,” our other stockholders may lose certain corporate governance protections.
  ● Future sales of our Common Stock in the public market could lower the price of our Common Stock and impair our ability to raise funds in future securities offerings. 
  ● Your percentage ownership in the Company may be diluted in the future. 
 

●

Redemptions of our outstanding LLC Units may cause substantial dilution to our existing stockholders.
 

●

We may not fully realize our deferred tax asset.
 

●

The Maryland General Corporation Law and our charter and bylaws may prevent potentially beneficial takeover attempts.

 

Risks Related to General and Global Factors:

 

  ● We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts in Ukraine and in Israel and the surrounding areas.  Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine, Israel, or any other geopolitical tensions.  
  ● Climate change concerns and incidents could disrupt our business, adversely affect the profitability of certain of our investments, adversely affect customer activity levels, adversely affect the creditworthiness of our counterparties, and damage our reputation.  
 

●

If we fail to control our costs effectively, our business could be disrupted and adversely affected.
 

●

We may need to offer new investment strategies and products in order to continue to generate revenue.
 

●

Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business.
 

●

Insurance may be inadequate to cover risks facing the Company.
 

●

We depend on third-party software licenses and the loss of key licenses could adversely affect our brokerage services.
 

●

Failure to maintain effective internal control over financial reporting and disclosure controls could harm our business.
 

●

The market price of our Common Stock may be volatile and may be affected by market conditions beyond our control.
 

●

Our Common Stock may be delisted, which may have a material adverse effect on the liquidity and our Common Stock value.

 

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Risks Related to Our Business and Our Industry

 

Difficult market conditions have adversely affected our business in many ways and may continue to adversely affect our business in a manner which could materially reduce our revenues.  

 

Our business has been and may continue to be materially affected by conditions in the global financial markets and economic conditions. The financial markets continue to be volatile and continue to present many challenges such as the level and volatility of interest rates, investor sentiment, the availability and cost of credit, the status of the U.S. mortgage and real estate markets, consumer confidence, unemployment and geopolitical issues.

 

Global economic conditions and global financial markets remain vulnerable to the potential risks posed by certain events, which could include, among other things, level and volatility of interest rates, economic growth or its sustainability, unforeseen changes to gross domestic product, inflation, fluctuations or other changes in both debt and equity capital markets and currencies, political and financial uncertainty in the United States and the European Union, ongoing concern about Asia’s economies, global supply disruptions, complications involving terrorism and armed conflicts around the world (including the conflict between Russia and Ukraine and in Israel and the surrounding areas), or other challenges to global trade or travel, such as those that have occurred due to the COVID-19 pandemic. More generally, because our business is closely correlated to the general economic outlook, a significant deterioration in that outlook or realization of certain events would likely have an immediate and significant negative impact on our business and overall results of operations.

 

Unfavorable market conditions may also lead to a reduction in revenues from our new issue and advisory revenues, including from underwriting and placement activities.  Our CCM revenue, in the form of advisory services and underwriting, is directly related to general economic conditions and corresponding financial market activity. When the outlook for such economic conditions is uncertain or negative, financial market activity generally tends to decrease, which reduces our CCM revenues. Reduced expectations of U.S. economic growth or a decline in the global economic outlook could cause financial market activity to decrease and negatively affect our investment banking revenues.

 

A prolonged economic slowdown, volatility in the markets, a recession, and increasing interest rates could impair our investments and harm our operating results.

 

Our investments are, and will continue to be, susceptible to economic slowdowns, recessions and rising interest rates, which may lead to financial losses in our investments and a decrease in revenues, net income and asset values. These events may reduce the value of our investments, reduce the number of attractive investment opportunities available to us and harm our operating results, which, in turn, may adversely affect our cash flow from operations.

 

Our ability to raise capital in the long-term or short-term debt capital markets or the equity markets, or to access secured lending markets, has been and could continue to be adversely affected by conditions in the U.S. and international markets and the economy. Global market and economic conditions have been, and continue to be, disrupted and volatile. In particular, the cost and availability of funding have been and may continue to be adversely affected by illiquid credit markets and wider credit spreads and volatility of interest rates (including overnight repo). As a result of concern about the stability of the markets generally and the strength of counterparties specifically, many lenders and institutional investors have reduced and, in some cases, ceased to provide funding to borrowers. Continued turbulence in the U.S. and international markets and economy may adversely affect our liquidity and financial condition and the willingness of certain counterparties to do business with us.

 

In addition, global macroeconomic conditions and U.S. financial markets remain vulnerable to the potential risks posed by exogenous shocks, which could include, among other things, political and financial uncertainty in the U.S. and the European Union (the “EU”), continued effects of the global novel coronavirus (“COVID-19”) pandemic, renewed concern about China’s economy, cybersecurity incidents and events, climate-related incidents, complications involving terrorism and armed conflicts around the world, or other challenges to global trade or travel. More generally, because our business is closely correlated to the macroeconomic outlook, a significant deterioration in that outlook or an exogenous shock would likely have an immediate negative impact on our overall results of operations. 

 

We may experience write downs of financial instruments and other losses related to the volatile and illiquid market conditions.

 

The credit markets in the U.S. experienced significant disruption and volatility from mid-2007 through early 2009, and challenging conditions have continued since that time. Although financial markets have become more stable, there remains a certain degree of uncertainty about a global economic recovery. Available liquidity also declined precipitously during the credit crisis and remains significantly depressed. The disruption in these markets generally, and in the U.S. and European markets in particular, impacted and may continue to impact our business. We have exposure to these markets and products, and if market conditions continue to worsen, the fair value of our investments and our management fees could deteriorate. In addition, market volatility, illiquid market conditions and disruptions in the global credit markets have made it extremely difficult to value certain of our securities. Subsequent valuations, in light of factors then prevailing, may result in significant changes in the values of these securities, and when such securities are sold, it may be at a price materially lower than the current fair value. Any of these factors could require us to take further write downs in the fair value of our investment portfolio or cause our management fees to decline, which may have an adverse effect on our results of operations in future periods.

 

We have incurred losses for certain periods covered by this report and in the recent past and may incur losses in the future.

 

Although the Company recorded net income of $8.2 and $10.4 million for the years ended December 31, 2024 and 2023, respectively we may incur losses in future periods. If we are unable to finance future losses, those losses may have a significant effect on our liquidity as well as our ability to operate our business.

 

In addition, the Company has incurred and may further incur significant expenses in connection with initiating new business activities or in connection with any expansion or reorganization of our businesses. We may also engage in strategic acquisitions and investments for which we may incur significant expenses. Accordingly, we may need to increase our revenue at a rate greater than our expenses in order to achieve and maintain our profitability. If our revenue does not increase sufficiently, or even if our revenue does increase but we are unable to manage our expenses, we will not achieve and maintain profitability in future periods.

 

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We have experienced difficulties in our Capital Markets segment over the past several years due to intense competition in our industry, which has resulted in significant strain on our administrative, operational and financial resources. These difficulties may continue in the future.

 

The financial services industry and all of our businesses are intensely competitive, and we expect them to remain so. We compete with commercial banks, brokerage firms, insurance companies, sponsors of mutual funds, hedge funds and other companies offering financial services in the U.S., globally, and through the internet. We compete on the basis of several factors, including transaction execution, capital or access to capital, products and services, innovation, reputation, risk appetite and price. Over time, certain sectors of the financial services industry have become more concentrated as institutions involved in a broad range of financial services have been acquired by or merged into other firms or have declared bankruptcy. These developments could result in our competitors gaining greater capital and other resources such as a broader range of products and services and geographic diversity. We have experienced and may continue to experience pricing pressures in our Capital Markets segment as a result of these factors and as some of our competitors may seek to increase market share by reducing prices.

 

Both margins and volumes in certain products and markets within the fixed income brokerage business have decreased materially as competition has increased and general market activity has declined. Further, we expect that competition will increase over time, resulting in continued margin pressure. These challenges have materially adversely affected our Capital Markets segment’s results of operations and may continue to do so.

 

We continue to focus on improving the performance of our Capital Markets segment, which could place additional demands on our resources and increase our expenses. Improving the performance of our Capital Markets segment will depend on, among other things, our ability to successfully identify groups and individuals to join our firm and our ability to successfully grow our existing business lines and platforms and opportunistically expand into other complementary business areas. Generally, it may take more than a year for us to determine whether we have successfully integrated new individuals, and lines of business and capabilities into our operations. During that time, we may incur significant expenses and expend significant time and resources toward training, integration and business development. If we are unable to hire and retain senior management or other qualified personnel, such as salespeople, investment bankers, and traders, we will not be able to grow our business and our financial results may be materially and adversely affected.

 

There can be no assurance that we will be able to successfully improve the operations of our Capital Markets segment, and any failure to do so could have a material adverse effect on our ability to generate revenue and control expenses.

 

Our gestation repo business serves a narrow market and is likely subject to highly volatile demand.

 

We operate a matched gestation repo program.  Gestation repo involves entering into repo and reverse repo transactions where the underlying collateral security represents a pool of newly issued mortgages.  Our reverse repo counterparties are mortgage originators.  This type of financing would only be of interest to mortgage originators.  Therefore, demand for gestation repo financing is narrow and volumes will therefore be more volatile. 

 

Mortgage and U.S. Housing Market-Related Risks

 

In recent years, our mortgage group has become an increasingly important component of our Capital Markets segment and the Company overall.  The mortgage group primarily earns revenue by providing hedging execution, securities financing, and trade execution services to mortgage originators and other investors in mortgage backed securities.  Therefore, this group’s revenue is highly dependent on the volume of mortgage originations in the U.S. Origination activity is highly sensitive to interest rates, the U.S. job market, housing starts, sale activity of existing housing stock, as well as the general health of the U.S. economy.  In addition, any new regulation that impacts U.S. government agency mortgage backed security issuance activity, residential mortgage underwriting standards, or otherwise impacts mortgage originators will impact our business.  We have no control over these external factors and there is no effective way for us to hedge against these risks.  Our mortgage group’s volumes and profitability will be highly impacted by these external factors.

 

Our Capital Markets segment depends significantly on a limited group of customers. 

 

From time to time, based on market conditions, a small number of our customers may account for a significant portion of the revenues earned in our Capital Markets segment. None of our customers are obligated contractually to use our services. Accordingly, these customers may direct their activities to other firms at any time. The loss of or a significant reduction in demand for our services from any of these customers could have a material adverse effect on our business, financial condition and operating results.

 

Underwriting activities expose us to risks.

 

As part of our CCM business, we sometimes act as an underwriter in public offerings and other distributions of securities or as a financial advisor in connection with a capital raise. If we act as an underwriter, we may incur losses and be subject to reputational harm to the extent that, for any reason, the underwriting syndicate in any given transaction is unable to sell the relevant securities at the anticipated price levels. Similarly, we may incur losses and be subject to reputational harm to the extent that, for any reason, we are unable to assist a client in raising capital at anticipated price levels when we act as financial advisor.  As underwriters, we also are subject to liability for material misstatements or omissions in prospectuses and other offering documents relating to offerings which we underwrite. In such instances, any indemnification provisions in the applicable underwriting agreement may not be enforceable or available to us, or may not be sufficient to protect us against losses arising from such liability. Further, the associated litigation process can place operational strain on our business.

 

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If we do not retain our senior management and continue to attract and retain qualified personnel, we may not be able to execute our business strategy.

 

The members of our senior management team have extensive experience in the financial services industry. Their reputations and relationships with investors, financing sources and members of the business community in our industry, among others, are critical elements in operating and expanding our business. As a result, the loss of the services of one or more members of our senior management team could impair our ability to execute our business strategies, which could hinder our ability to achieve and sustain profitability.  The Company has various employment arrangements with the members of its senior management team, but there can be no assurance that the terms of these employment arrangements will provide sufficient incentives for each of the members of the senior management team to continue employment with us.

 

We depend on the diligence, experience, skill and network of business contacts of our senior management team and our employees in connection with (1) our Capital Markets segment, (2) our asset management operations, (3) our investment activities, (4) the evaluation, negotiation, structuring and management of new business opportunities, and (5) our SPAC franchise, including our investments in SPACs and SPAC sponsors and our serving as the asset manager for certain SPAC Funds. Our business depends on the expertise of our personnel and their ability to work together as an effective team and our success depends substantially on our ability to attract and retain qualified personnel. Competition for employees with the necessary qualifications is intense, and we may not be successful in our efforts to recruit and retain the required personnel. The inability to recruit and retain qualified personnel could affect our ability to provide an acceptable level of service to our clients and funds, attract new clients, and develop new lines of business, each of which could have a material adverse effect on our business.

 

Payment of severance could strain our cash flow.

 

Certain members of our senior management team have agreements that provide for substantial severance payments. Should several of these senior managers leave our employ under circumstances entitling them to severance, or become disabled or die, the need to pay these severance benefits could put a strain on our cash flow.

 

Our business will require a significant amount of cash, and if it is not available, our business and financial performance will be significantly harmed. 

 

We require a substantial amount of cash to fund our operations, make investments, pay our expenses, and hold our assets. More specifically, we require cash to:

 

 

•

meet our working capital requirements and debt service obligations;

 

•

make incremental investments in our Capital Markets segment;

 

•

make investments in our growing asset management business;

 

•

make investments supporting our SPAC franchise, including in pre- and post-business combination SPAC public companies and in SPAC sponsor entities;

 

•

hire new employees; and

 

•

meet other needs.

 

Our primary sources of working capital and cash are expected to consist of:
     

 

•

revenue from operations, including net trading revenue, asset management revenue, new issue and advisory revenue, interest income and dividends from our investment portfolio and potential monetization of principal investments;
  • securities financing including repurchase agreements and margin loans; 

 

•

interest income from temporary investments and cash equivalents;

 

•

sales of assets; and

 

•

proceeds from future borrowings or any offerings of our equity or debt securities.

 

We may not be able to generate a sufficient amount of cash from operations and investing and financing activities in order to successfully execute our business strategy.

 

Failure to obtain or maintain adequate capital and funding would adversely affect the growth and results of our operations and may, in turn, negatively affect the market price of our Common Stock.

 

Liquidity is essential to our businesses. We depend upon the availability of adequate funding and capital for our operations. In particular, we may need to raise additional capital in order to significantly grow our business. In past years, we have engaged in a number of capital raising transactions with Daniel G. Cohen, the Executive Chairman of the Board, and/or persons or entities controlled by or close to Mr. Cohen because the terms of such transactions have been more favorable than terms available from unrelated third parties.  Our liquidity could be substantially adversely affected by our inability to raise funding in the long-term or short-term debt capital markets or the equity capital markets or our inability to access the secured lending markets. Factors that we cannot control, such as continued or additional disruption of the financial markets, or negative views about the financial services industry generally, have limited and may continue to limit our ability to raise capital. In addition, our ability to raise capital could be impaired if lenders develop a negative perception of our long-term or short-term financial prospects or if Mr. Cohen becomes unwilling to continue to fund the Company’s operations. Lenders could develop negative perceptions if we incur large trading losses, we suffer a decline in the level of our business activity, we suffer material litigation losses, regulatory authorities take significant action against us, or we discover significant employee misconduct or illegal activity, among other reasons. Sufficient funding or capital may not be available to us in the future on terms that are acceptable, or at all. If we are unable to raise funding using the methods described above, we would likely need to finance or liquidate unencumbered assets, such as our investment and trading portfolios, in order to meet our maturing liabilities. We may be unable to sell some of our assets, or we may have to sell assets at a discount from market value, either of which could adversely affect our results of operations and cash flows.  If we are unable to meet our funding needs on a timely basis, our business would be adversely affected and there may be a negative impact on the market price of our Common Stock.

 

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Our investments in the equity interests of SPACs and SPAC Sponsor Entities may expose us to increased risks and liabilities.

 

We have and may continue to invest in the equity interests of SPACs and SPAC sponsor entities, including SPACs sponsored by us, our affiliates, and third parties. There are numerous risks associated with investing in the equity interests of SPACs and SPAC sponsor entities, including: (i) because a SPAC is raised without a specifically-identified acquisition target, it may never, or only after an extended period of time, be able to find and execute a suitable business combination, during which period the capital which we have invested in or committed to the SPAC will not be available to us for other uses; (ii) investments made by us in a SPAC and SPAC sponsor entities may be entirely lost or otherwise decline in value if the SPAC does not timely execute a business combination; (iii) SPACs typically invest in single assets and not diversified portfolios, and investments therein are therefore subject to significant concentration risk; (iv) SPACs incur substantial fees, costs and expenses related to their initial public offerings, being a public company and in connection with pursuing a business combination (in some cases, regardless of whether, or when, the SPAC ultimately consummates a business transaction); and (v) there remains substantial uncertainty regarding the viability of SPAC investing on a large scale, the supply of desirable transactions and whether regulatory, tax or other authorities will implement additional or adverse policies relating to SPACs and SPAC investing. We expect regulatory scrutiny of SPACs and other blank check companies to continue to increase and the regulations regarding SPACs may change. Our investments in the equity interests of SPACs and SPAC sponsor entities may also subject us to the risk of litigation by third parties, including fund investors dissatisfied with the performance or management of SPAC Funds, public investors in SPACs and a variety of other potential litigants. Any losses relating to these developments could adversely impact our business, results of operations and financial condition, as well as harm our professional reputation. 

 

Our investments in SPAC Sponsor Entities are highly speculative, subject to total loss, and completely illiquid prior to business combination.

 

           The Company has invested in the sponsor entities of SPACs and these investments are highly speculative.  Generally, SPAC sponsor entities are LLC’s that pool their members’ interests and invest in the private placement of a SPAC.  The SPAC will also raise funds in a public offering and seek to complete a business combination within an agreed upon timeframe.  The SPAC will use the proceeds of the private placement to pay transaction and operating expenses during the period it is seeking a business combination.  The proceeds of the public offering are placed in an interest-bearing trust and can only be used to complete the business combination.  Typically, the public investors must approve any business combination prior to its effectiveness.  If a business combination is not completed within the agreed upon timeframe, the SPAC will liquidate and return the funds to the public investors.  If there are funds remaining after liquidation, the sponsor entities may receive some portion of their investment back, but will likely suffer a total loss of investment.  Accordingly, our investments in SPAC sponsor entities is subject to a total loss of our investment and such losses may adversely affect our business, financial condition and results of operations.  

 

During the period prior to the distribution of our interests in the SPAC sponsor entity, the Company includes its investment as a component of investment in equity method affiliates.  As of December 31, 2024, of the Company’s $23.4 million balance of investment in equity method affiliates, $17.8 million represents direct or indirect investments in SPAC sponsor entities.  These investments are subject to transfer restrictions (as described in greater detail below), are completely illiquid and could be worthless if the underlying sponsor entities liquidate without completing a business combination. 

 

Our investments in post-business combination SPACs are carried at fair value but are subject to sale restrictions which could result in significant losses to our business.

 

We hold securities in public companies that were merger partners with the SPACs in which we invested or sponsored and we intend to continue to invest in SPACs and SPAC sponsor entities in the future.  A significant portion of the securities in the post-business combination SPACs are and will be restricted for sale and may require the securities to trade above a certain price level for a certain period of time prior to becoming transferable.  It is possible that the securities which we hold in post-business combination SPACs never trade at the applicable price levels for the requisite period of time and, in turn, the transfer restrictions thereon are never lifted.  In such event, such restricted securities may be completely illiquid and this could significantly reduce their value, if not render them completely worthless.  Further, investments in post-business combination SPAC securities may not be transferable until such securities are registered for sale with the SEC.  The Company could suffer significant mark-to-market losses on these restricted securities prior to being able to sell them.  In some cases, we hedge these positions by entering into short options trades on the underlying unrestricted equity.  However, we are limited in our ability to enter into these because of capital and financing requirements associated with such trades. 

 

As of December 31, 2024, out of the $35.3 million reported as other investments, at fair value, $10.6 million represented restricted shares of post-business combination SPACs that were subject to transfer restrictions and could not be sold and $12.9 million related to interest in SPVs and other receivables, which have no ready market.  If these securities do not trade at the applicable per share price levels for the requisite periods of time and, in turn, the transfer restrictions thereon are never lifted, we could suffer significant losses and these securities could be rendered illiquid and even worthless, which could result in significant harm to our business and results of operations.

 

Our strategic relationship with Cohen Circle, LLC (“Cohen Circle”) could terminate, which could adversely affect the growth and viability of our SPAC franchise, which, in turn would negatively affect our results of our operations, and our strategic relationship with Cohen Circle could also result in conflicts of interest which could negatively affect our SPAC franchise and our business.

 

Cohen Circle, an entity of which Daniel G. Cohen and his mother, Betsy Cohen, are members, is a fintech investing platform and the sponsor of third party SPACs.  We have entered into consulting agreements with Cohen Circle pursuant to which Betsy Cohen and other Cohen Circle representatives have provided and will continue to provide consulting services to us regarding our SPAC franchise and the SPAC entities of which we are sponsors.  We anticipate that we will continue to enter into consulting arrangements with Cohen Circle in connection with the SPACs which we sponsor in the future.  In the event that our strategic relationship with Cohen Circle is terminated, the loss of the services of Cohen Circle’s personnel could significantly impair our SPAC franchise's ability to continue to succeed, which could hinder our ability to achieve and sustain profitability. 

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In addition, certain of our employees also provide consulting and other SPAC-related services to Cohen Circle pursuant to contractual arrangements with the SPACs of which Cohen Circle is a sponsor.  Pursuant to these contractual relationships, our employees may be incentivized to identify and consummate potential SPAC business combinations on behalf of Cohen Circle rather than for us.  Further, these contractual relationships could result in our competing with Cohen Circle for potential SPAC business combination targets and other opportunities.  All of the foregoing could result in lost opportunities for our SPAC franchise, which could have negative impacts on our SPAC franchise and business as a whole.

 

If we are unable to manage the risks of international operations effectively, our business could be adversely affected.

 

We currently provide services and products to clients in Europe, through offices in Dublin and Paris. There are certain additional risks inherent in doing business in international markets, particularly in the regulated brokerage and asset management industries. These risks include:

 

 

•

additional regulatory requirements;

 

•

difficulties in recruiting and retaining personnel and managing the international operations;

 

•

potentially adverse tax consequences, tariffs and other trade barriers;

 

• 

adverse labor laws;

 

•

reduced protection for intellectual property rights; and
  • changes as a result of global elections, including changes in the U.S. presidential administrations or Congress, changes to global trade policies, supply chain complications, investment restrictions, or a combination of these and other factors. 

 

In 2024, numerous elections were held globally, including the recent U.S. presidential election. The outcomes of the elections are expected to result in changes in policy, which could also have adverse effects on us or the business environment in which we operate more generally. For example, the new U.S. presidential administration has imposed or increased tariffs, including on imports from China, and proposed imposing or increasing tariffs on U.S. trading partners.

 

If we are unable to manage any of these risks effectively, our business could be adversely affected.

 

In addition, our current international operations expose us to the risk of fluctuations in currency exchange rates generally and fluctuations in the exchange rates for the Euro in particular. Although we may hedge our foreign currency risk, we may not be able to do so successfully and may incur losses that could adversely affect our financial condition or results of operations.

 

The securities settlement process exposes us to risks that may adversely affect our business, financial condition and results of operations.

 

We provide brokerage services to our clients in the form of “matched principal transactions” or by providing liquidity by purchasing securities from them on a principal basis. In “matched principal transactions” we act as a “middleman” by serving as a counterparty to both a buyer and a seller in matching reciprocal back-to-back trades. These transactions, which generally involve bonds, are then settled through clearing institutions with which we have a contractual relationship. There is no guarantee that we will be able to maintain existing contractual relationships with clearing institutions on favorable terms or that we will be able to establish relationships with new clearing institutions on favorable terms, or at all.

 

In executing matched principal transactions, we are exposed to the risk that one of the counterparties to a transaction may fail to fulfill its obligations, either because it is not matched immediately or, even if matched, one party fails to deliver the cash or securities it is obligated to deliver upon settlement. In addition, some of the products we trade or may trade in the future are in less commoditized markets which may exacerbate this risk because transactions in such markets may not settle on a timely basis. Adverse movements in the prices of securities that are the subject of these transactions can increase our risk. In addition, widespread technological or communication failures, as well as actual or perceived credit difficulties, or the insolvency of one or more large or visible market participants, could cause market-wide credit difficulties or other market disruptions. These failures, difficulties or disruptions could result in a large number of market participants not settling transactions or otherwise not performing their obligations.

 

We are subject to financing risk in these circumstances because if a transaction does not settle on a timely basis, the resulting unmatched position may need to be financed, either directly by us or through one of our clearing organizations at our expense. These charges may not be recoverable from the failing counterparty. Finally, in instances where the unmatched position or failure to deliver is prolonged or widespread due to rapid or widespread declines in liquidity for an instrument, there may also be regulatory capital charges required to be taken by us which, depending on their size and duration, could limit our business flexibility or even force the curtailment of those portions of our business requiring higher levels of capital. Credit or settlement losses of this nature could adversely affect our financial condition or results of operations.

 

In the process of executing matched principal transactions, miscommunications and other errors by our clients or by us can arise whereby a transaction is not completed with one or more counterparties to the transaction, leaving us with either a long or short unmatched position. If the unmatched position is promptly discovered and there is a prompt disposition of the unmatched position, the risk to us is usually limited. If the discovery of an out trade is delayed, the risk is heightened by the increased possibility of intervening market movements prior to disposition. Although out trades usually become known at the time of, or later on the day of, the trade, it is possible that they may not be discovered until later in the settlement process. When out trades are discovered, our policy will generally be to have the unmatched position disposed of promptly, whether or not this disposition would result in a loss to us. The occurrence of unmatched positions generally rises with increases in the volatility of the market and, depending on their number and amount, such out trades have the potential to have a material adverse effect on our financial condition and results of operations.

 

From time to time, we may also provide brokerage services in the form of agency transactions. In agency transactions, we charge a commission for connecting buyers and sellers and assisting in the negotiation of the price and other material terms of the transaction. After all material terms of a transaction are agreed upon, we identify the buyer and seller to each other and leave them to settle the trade directly. We are exposed to credit risk for commissions we bill to clients for agency brokerage services.

 

Participation in matched principal, principal, or agency transactions subjects us to disputes, counterparty credit risk, lack of liquidity, operational failure or other market wide or counterparty specific risks. Any losses arising from such risks could adversely affect our financial condition or results of operations. In addition, the failure of a significant number of counterparties or a counterparty that holds a significant amount of derivatives exposure, or that has significant financial exposure to, or reliance on, the mortgage, asset-backed or related markets, could have a material adverse effect on the trading volume and liquidity in a particular market for which we provide brokerage services or on the broader financial markets.

 

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We have policies and procedures to identify, monitor and manage these risks, through reporting and control procedures and by monitoring credit standards applicable to our clients. These policies and procedures, however, may not be fully effective. Some of our risk management methods will depend upon the evaluation of information regarding markets, clients or other matters that are publicly available or otherwise accessible by us. That information may not, in all cases, be accurate, complete, up-to-date or properly evaluated. If our policies and procedures are not fully effective or we are not always successful in monitoring or evaluating the risks to which we may be exposed, our financial condition or results of operations could be adversely affected. In addition, we may not be able to obtain insurance to cover all of the types of risks we face and any insurance policies we do obtain may not provide adequate coverage for covered risks.

 

We are exposed to the risk that third parties that are indebted to us will not perform their obligations.

 

Credit risk refers to the risk of loss arising from borrower, counterparty or obligor default when a borrower, counterparty or obligor does not meet its obligations. We incur significant credit risk exposure through our Capital Markets segment. This risk may arise from a variety of business activities, including but not limited to extending credit to clients through various lending commitments; providing short or long-term funding that is secured by physical or financial collateral whose value may at times be insufficient to fully cover the loan repayment amount; entering into swap or other derivative contracts under which counterparties have obligations to make payments to us; and posting margin and/or collateral to clearing houses, clearing agencies, exchanges, banks, securities firms and other financial counterparties. We incur credit risk in traded securities and loan pools whereby the value of these assets may fluctuate based on realized or expected defaults on the underlying obligations or loans.

 

There is a possibility that continued difficult economic conditions may further negatively impact our clients and our current credit exposures. Although we regularly review our credit exposures, default risk may arise from events or circumstances that are difficult to detect or foresee.

 

We are exposed to various risks related to margin requirements under repurchase agreements and securities financing arrangements and are highly dependent on our clearing relationships.  

 

We maintain repurchase agreements with various third-party financial institutions and other counterparties. Under those repurchase agreements we act as both a buyer and a seller of the subject securities. Our business related to these repurchase agreements is predominantly matched, meaning that we do not purchase or sell securities unless there is another institution prepared to simultaneously purchase or sell securities to or from us, as applicable. There are limits to the amount of securities that may be transferred pursuant to these agreements, and available lines both for us and our counterparties for whom we purchase securities are approved on a case-by-case basis after each counterparty has gone through a credit review process. The repurchase agreements we execute with our counterparties include substantive provisions other than those covenants and other customary provisions contained in standard master repurchase agreements. However, while these additional provisions may work to mitigate some of the risks related to repurchase agreement transactions, these additional substantive provisions do not guarantee the performance of a counterparty or alleviate all of the potential risks we could face from entering into repurchase agreement transactions. 

 

The repurchase agreements generally require a seller under a repurchase agreement to transfer additional securities to the counterparty who is acting as the buyer under the repurchase agreement in the event that the value of the securities then held by the buyer falls below specified levels. Each repurchase agreement contains events of default in cases where a counterparty breaches its obligations under the agreement. When we are acting in the capacity of a seller under these agreements, we receive margin calls from time to time in the ordinary course of business, and no assurance can be given that we will be able to satisfy requests from our counterparties to post additional collateral in the future. Similarly, when we are acting in the capacity of a buyer under these agreements, we make margin calls from time to time to our seller counterparties in the ordinary course of business and no assurance can be given that our counterparties will have adequate funds or collateral to satisfy such margin call requirements. Generally, if there was an event of default under a repurchase agreement, such event of default would provide the non-defaulting counterparty with the option to terminate all outstanding repurchase transactions with us and make all amounts due from the defaulting counterparty immediately payable. However, there can be no assurance that any such defaulting counterparty will have the funds or collateral needed to fully satisfy any such margin call or other amount due. Generally, repurchase obligations are full recourse obligations and if we were to default under a repurchase obligation, the counterparty would have recourse to our other assets if the collateral was insufficient to satisfy our obligation in full.

 

In addition, our clearing brokers provide securities financing arrangements including margin arrangements and securities borrowing and lending arrangements. These arrangements generally require us to (i) transfer additional securities or cash to the clearing broker in the event that the value of the securities then held by the clearing broker in the margin account falls below specified levels and (ii) contain events of default that would be triggered if we were to breach our obligations under such agreements. An event of default under a clearing agreement would give the clearing broker the option to terminate the clearing arrangement and any amounts owed to the clearing broker would be immediately due and payable. These obligations are full recourse to us.

 

Furthermore, we are highly dependent on our relationships with our clearing brokers. Any termination of our clearing arrangements whether due to a breach of the agreement by us or a default, bankruptcy or reorganization of a clearing broker would result in a significant disruption to our business as we clear all trades through these entities. Any such termination would have a significant negative impact on our dealings and relationships with our customers and there is no guarantee we would be able to replace any such clearing broker on similar terms.

 

We have market risk exposure from unmatched principal transactions entered into by our brokerage desks, which could result in substantial losses to us and adversely affect our financial condition and results of operations. 

 

We allow certain of our brokerage desks access to limited amounts of capital to enter into unmatched principal transactions in the ordinary course of business for the purpose of facilitating clients’ execution needs for transactions initiated by such clients or to add liquidity to certain illiquid markets. As a result, we have market risk exposure on these unmatched principal transactions. Our exposure will vary based on the size of the overall positions, the terms and liquidity of the instruments brokered, and the amount of time the positions will be held before we dispose of the positions.

 

We do not track our exposure to unmatched positions on an intra-day basis. These unmatched positions are intended to be held short-term, however, due to a number of factors, including the nature of a position and access to the market on which we trade, we may not be able to match each position or effectively hedge our exposure and often may be forced to hold a position overnight that has not been hedged. To the extent any unmatched positions are not disposed of intra-day, we mark those positions to market. Adverse movements in the securities underlying the positions or a downturn or disruption in the markets for the positions could result in our sustaining a substantial loss. In addition, any principal gains and losses resulting from these positions could, from time to time, have a disproportionate positive or negative effect on our financial condition and results of operations for a particular reporting period.

 

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Pricing and other competitive pressures may impair the revenues and profitability of our brokerage business.  

 

In recent years, we have experienced significant pricing pressures on trading margins and commissions, primarily in debt trading. In the fixed income market, regulatory requirements have resulted in greater price transparency, leading to increased price competition and decreased trading margins. The trend toward using alternative trading systems is continuing to grow, which may result in decreased commission and trading revenue, reduce our participation in the trading markets and our ability to access market information, and lead to the creation of new and stronger competitors. Additional pressure on sales and trading revenue may impair the profitability of our brokerage business. We believe that price competition and pricing pressures in these and other areas will continue as institutional investors continue to reduce the amounts they are willing to pay, including reducing the number of brokerage firms they use, and some of our competitors seek to obtain market share by reducing fees, commissions or margins.

 

Increase in capital commitments in our trading business increases the potential for significant losses.  

 

We may enter into transactions in which we commit our own capital as part of our trading business. The number and size of these transactions may materially affect our results of operations in a given period. We may also incur significant losses from our trading activities due to market fluctuations and volatility from quarter to quarter. We maintain trading positions in the fixed income markets to facilitate client trading activities. To the extent that we own security positions, in any of those markets, a downturn in the value of those securities or in those markets could result in losses from a decline in value. Conversely, to the extent that we have sold securities we do not own in any of those markets, an upturn in those markets could expose us to potentially unlimited losses as we attempt to acquire the securities in a rising market. Moreover, taking such positions in times of significant volatility can lead to significant unrealized losses, which further impact our ability to borrow to finance such activities.

 

Our principal trading and investments expose us to risk of loss. 

 

A significant portion of our revenue is derived from trading in which we act as principal. The Company may incur trading losses relating to the purchase, sale or short sale of corporate and asset-backed fixed income securities and other securities for our own account and from other principal trading. In any period, we may experience losses as a result of price declines, lack of trading volume, general market conditions, employee inexperience, errors or misconduct, or illiquidity. From time to time, we may engage in a large block trade in a single security or maintain large position concentrations in a single security, securities of a single issuer, or securities of issuers engaged in a specific industry. In general, any downward price movement in these securities could result in a reduction of our revenues and profits.

 

In addition, we may engage in hedging transactions and strategies that may not properly mitigate losses in our principal positions. If the transactions and strategies are not successful, we could suffer significant losses.

 

Our principal investments are subject to various risks and expose us to a significant risk of capital loss, which may materially and adversely affect our results of operations and cash flows. 

 

We use a portion of our own capital in a variety of principal investment activities, each of which involves risks of illiquidity, loss of principal and revaluation of assets. As of December 31, 2024, we had $35.3 million in other investments, at fair value.

 

We may use our capital, including on a leveraged basis, for principal investments in both private and public company securities that may be illiquid and volatile. The equity securities of any privately held entity in which we make a principal investment are likely to be restricted as to resale and may otherwise be highly illiquid. In the case of SPAC-related or similar investments, our investments may be illiquid until such investment vehicles are liquidated. We expect that there will be restrictions on our ability to resell any such securities that we acquire for a period of time after we acquire such securities. Thereafter, a public market sale may be subject to volume limitations or be dependent upon securing a registration statement for an initial, and potentially secondary, public offering of the securities. Even if we make an appropriate investment decision, we cannot be assured that general market conditions will not cause the market value of our investments to decline. For example, an increase in interest rates, a general decline in the equity markets, or other market and industry conditions adverse to the type of investments we make and intend to make could result in a decline in the value of our investments or a total loss of our investment.

 

There are no regularly quoted market prices for some of the investments we make. The value of our investments is determined using fair value methodologies described in our valuation policies, which may take into consideration, among other things, the nature of the investment, the expected cash flows from the investment, bid or ask prices provided by third parties for the investment, the trading price of recent sales of securities (in the case of publicly traded securities), restrictions on transfer, and other recognized valuation methodologies. The methodologies we use in valuing individual investments are based on estimates and assumptions specific to the particular investments. Therefore, the value of our investments does not necessarily reflect the prices that would actually be obtained by us when such investments are sold. Realizations at values significantly lower than the values at which investments have been previously held would result in losses of potential incentive income and principal investments.

 

In addition, in our principal investment activities, our concentrated holdings, illiquidity and market volatility may make it difficult to value certain of our investment securities. Subsequent valuations, in light of factors then prevailing, may result in significant changes in the values of these securities in future periods. In addition, at the time of any sales and settlements of these securities, the price we ultimately realize will depend on the demand and liquidity in the market at that time and may be materially lower than current fair value of such securities. Any of these factors could require us to take write-downs in the value of our investment and securities portfolio, which may have an adverse effect on our results of operations in future periods. If we are unable to manage any of these risks effectively, our results of operations and cash flows could be materially and adversely affected.

 

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The historical returns of our funds and managed accounts may not be indicative of the future results of our funds and managed accounts. 

 

The historical returns of our funds and managed accounts should not be considered indicative of future results expected from such fund and managed accounts or from any future funds we may raise or managed accounts we may open. Our rates of return reflect unrealized gains, as of the applicable measurement date, which may never be realized due to changes in market and other conditions not in our control that may adversely affect the ultimate valuation of the investments in a fund. The returns of our funds may have also benefited from investment opportunities and general market conditions that may not repeat themselves, and there can be no assurance that our current or future funds will be able to avail themselves of profitable investment opportunities. Furthermore, the historical and potential future returns of the funds we manage also may not necessarily bear any relationship to potential returns on our shares.

 

There is increasing regulatory supervision of alternative asset management companies. 

 

In the past several years, the financial services industry has been the subject of heightened scrutiny by regulators around the globe. In particular, the SEC and its staff have focused more narrowly on issues relevant to alternative asset management firms, forming specialized units devoted to examining such firms and, in certain cases, bringing enforcement actions against the firms, their principals and employees. In the last few years, there were a number of enforcement actions within the industry. The SEC announced that the 2020 examination priorities for the Office of Compliance Inspections and Examinations include such items as market infrastructure, information security, and anti-money laundering programs, but the SEC also signaled its intention to examine firms in emerging risk areas, such as robo-advice, digital assets, cybersecurity, SPACs, and new rules under the Investment Advisers Act of 1940, as amended and interpretations on standards of care. It is unclear, however, whether the SEC and its staff will increase the level of enforcement if, in the future, there is an effort on the part of the federal government to increase restrictions on business conduct, which could result in significant changes in, and uncertainty with respect to, legislation, regulation and government policy.

 

Some of our asset management clients generally may redeem their investments, which could reduce our asset management fee revenues.

 

Our asset management fund agreements generally permit investors to redeem their investments with us after an initial “lockup” period, during which redemptions are restricted or penalized. However, any such restrictions may be waived by us. Thereafter, redemptions are permitted at quarterly or annual intervals. If the return on the assets under our management does not meet investors’ expectations, investors may elect to redeem their investments and invest their assets elsewhere, including with our competitors. Our management fee revenues correlate directly with the amount of assets under our management; therefore, redemptions may cause our fee revenues to decrease. Investors may decide to reallocate their capital away from us and to other asset managers for a number of reasons, including poor relative investment performance, changes in prevailing interest rates that make other investments more attractive, changes in investor perception regarding our focus or alignment of interest, dissatisfaction with changes in or a broadening of a fund’s investment strategy, changes in our reputation, and departures or changes in responsibilities of key investment professionals. For these and other reasons, the pace of redemptions and corresponding reduction in our assets under management could accelerate. In the future, redemptions could require us to liquidate assets under unfavorable circumstances, which would further harm our reputation and results of operations.

 

The investment management business is intensely competitive, which could have a material adverse impact on our business. 

 

We have been working to grow our asset management business and we compete as an investment manager for both fund investors and investment opportunities. The investment management business is highly fragmented, with our competitors consisting primarily of sponsors of public and private investment funds, real estate development companies, SPACs, business development companies, investment banks, commercial finance companies and operating companies acting as strategic buyers of businesses. We believe that competition for fund investors is based primarily on:

 

 

•

investment performance;

 

•

investor liquidity and willingness to invest;

 

• 

investor perception of investment managers’ drive, focus and alignment of interest;

 

•

business reputation;

 

•

the quality of services provided to fund investors;

 

•

pricing;

 

• 

fund terms (including fees); and

 

•

the relative attractiveness of the types of investments that have been or will be made.

 

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We believe that competition for investment opportunities is based primarily on the pricing, terms and structure of a proposed investment and certainty of execution.  A number of factors serve to increase our competitive risks: 

 

 

•

our competitors may have greater financial, technical, marketing and other resources and more personnel than we do, and, in the case of some asset classes or geographic regions, longer operating histories, more established relationships, greater expertise or a better reputation;

 

• 

fund investors may materially decrease their allocations in new funds due to their experiences following an economic downturn, the limited availability of capital, regulatory requirements or a desire to consolidate their relationships with investment firms;

 

• 

certain of our competitors may have agreed to terms with respect to their investment funds or products that are more favorable to investors than our funds or products, such as lower management fees, greater fee sharing or higher performance hurdles for carried interest and, therefore, we may be forced to match or otherwise revise our terms to be less favorable to us than they have been in the past;

 

•

certain of our funds may not perform as well as competitors’ funds or other available investment products;

 

•

our competitors have raised or may raise significant amounts of capital, and many of them have similar investment objectives and strategies to our funds, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that many alternative investment strategies seek to exploit;

 

• 

certain of our competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities;

 

•

certain of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments;

 

•

certain of our competitors may be subject to less regulation or less regulatory scrutiny and accordingly, may have more flexibility to undertake and execute certain businesses or investments than we do and/or bear less expense to comply with such regulations than we do;

 

•

there are relatively few barriers to entry impeding the formation of new funds, including a relatively low cost of entering these businesses, and the successful efforts of new entrants into our various lines of business, including major commercial and investment banks and other financial institutions, have resulted in increased competition;

 

•

certain fund investors may prefer to invest with an investment manager that is not publicly traded, is larger or manages more investment products; and

 

• 

other industry participants will from time to time seek to recruit our investment professionals and other employees away from us.

 

We may lose investment opportunities in the future if we do not match investment prices, structures and terms offered by competitors. Our competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may provide them with a competitive advantage in bidding for an investment.  Alternatively, we may experience decreased investment returns and increased risks of loss if we match investment prices, structures and terms offered by competitors. Moreover, as a result, if we are forced to compete with other investment firms on the basis of price, we may not be able to maintain our current fund fee, carried interest or other terms. There is a risk that fees and carried interest in the alternative investment management industry will decline, without regard to the historical performance of a manager. Fee or carried interest income reductions on existing or future funds, without corresponding decreases in our cost structure, could materially and adversely affect our revenues and profitability.

 

In addition, if interest rates were to rise or if market conditions for competing investment products become or are more favorable and such products begin to offer rates of return superior to those achieved by our funds, the attractiveness of our funds relative to investments in other investment products could decrease. This competitive pressure could materially and adversely affect our ability to make successful investments and limit our ability to raise future funds, either of which could adversely impact our business, results of operations and cash flow. 

 

If the investments we have made or make on behalf of our investment funds and separately managed accounts perform poorly, we will suffer a decline in our asset management revenue and earnings because some of our fees are subject to the credit performance of the portfolios of assets. In addition, the investors in our investment funds and our separately managed accounts may seek to terminate our management agreements based on poor performance. Any of these results could adversely affect our results of operations and our ability to raise capital for future investment funds and separately managed accounts.

 

Our revenue from our asset management business is partially derived from management fees paid by the investment funds and separate accounts we manage. In the case of the investment funds and separately managed accounts, our management fees are based on the equity of and net income earned by the vehicles, which is substantially based on the performance of the securities in which they invest.

 

In addition, investment performance is one of the most important factors in retaining existing investors and competing for new asset management business. Investment performance may be poor as a result of current or future difficult market or economic conditions, including changes to interest rates or inflation, terrorism or political uncertainty, our investment style, the particular investments that we make, and other factors beyond our control. In the event that our investment funds or separately managed accounts perform poorly, our asset management revenues and earnings will suffer a decline. We may be unable to raise capital for new investment funds or separately managed accounts to offset any losses we may experience. In addition, our management contracts may be terminated for various reasons.



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Any agreement to indemnify a SPAC against certain claims could negatively affect our financial results. 

 

In connection with our investments in SPACs in which we sponsor, we have agreed to and may continue to agree in the future to, indemnify a SPAC for all claims by third parties for services rendered or products sold to the SPAC, or claims by any prospective target business with which the SPAC discusses entering into a transaction agreement, subject to certain limitations. Our indemnification of a SPAC with respect to any such claims could negatively affect our financial results.  In addition, if the SPAC liquidates, we may be liable to a SPAC under these indemnification obligations.

 

We may in the future make loans to the SPACs in which we sponsor, which may not be repaid, in which event our financial results could be adversely affected. 

 

We have made loans to the SPACs in which we have sponsored to fund the SPAC’s operating expenses following its IPO and may continue to do so in the future.  These loans generally bear no interest and, if a SPAC consummates a business combination in the required time frame, we would expect the loan to be repaid from the funds held in the SPAC’s trust account.  If a SPAC to which we have loaned funds does not consummate a business combination in the required time frame, no funds from the SPAC’s trust account will be available to repay any loan we have made to such SPAC.  If these loans are not repaid, our financial results could be adversely affected. 

 

Our executive officers and members of our senior management team may allocate some portion of their time to the business of the SPACs of which we are a sponsor and to the SPACs of third party entities, which may create conflicts of interest in their determination as to how much time to devote to our affairs and may have a negative impact on our business.

 

Our executive officers and members of our senior management team have served key roles in the SPACs of which we are a sponsor.  Our executive officers and members of our senior management team may serve as key employees for future SPACs of which we are the sponsors.  If our executive officers’ and members of our senior management team’s  involvement in the business affairs of the SPACs of which we are a sponsor require any of them to devote substantial amounts of time to such affairs, it could limit their ability to devote time to our business affairs, which may have a negative impact on our business.

 

Daniel G. Cohen is a member of Cohen Circle, a fintech investing platform and the sponsor of third party SPACs.  Mr. Cohen’s involvement in Cohen Circle could also limit his ability to devote time to our business affairs, which may have a negative impact on our business.  

 

If our risk management systems for our businesses are ineffective, we may be exposed to material unanticipated losses.

 

We seek to manage, monitor, and control our operational, legal and regulatory risk through operational and compliance reporting systems, internal controls, management review processes and other mechanisms, and may not fully mitigate the risk exposure of our businesses in all economic or market environments or protect against all types of risk. Further, our risk management methods may not effectively predict future risk exposures, which could be significantly greater than the historical measures indicate. In addition, some of our risk management methods are based on an evaluation of information regarding markets, clients, and other matters that are based on assumptions that may no longer be accurate. A failure to adequately manage our growth, or to effectively manage our risk, could materially and adversely affect our business and financial condition. In addition, we are deploying our own capital in our funds and in principal investments, and limitations on our ability to withdraw some or all of our investments in these funds or liquidate our investment positions, whether for legal, reputational, illiquidity or other reasons, may make it more difficult for us to control the risk exposures relating to these investments.

 

We are highly dependent on information and communications systems. Systems failures could significantly disrupt our business, which may, in turn, negatively affect our operating results.

 

Our business will depend, to a substantial degree, on the proper functioning of our information and communications systems and our ability to retain the employees and consultants who operate and maintain these systems. Any failure or interruption of our systems, due to systems failures, staff departures or otherwise, could result in delays, increased costs or other problems which could have a material adverse effect on our operating results. A disaster, such as water damage to an office, an explosion or a prolonged loss of electrical power, could materially interrupt our business operations and cause material financial loss, regulatory actions, reputational harm or legal liability. In addition, if security measures contained in our systems are breached as a result of third-party action, employee error, malfeasance or otherwise, our reputation may be damaged, and our business could suffer. We have developed a business continuity plan, however, there are no assurances that such plan will be successful in preventing, timely and adequately addressing, or mitigating the negative effects of any failure or interruption.

 

There can be no assurance that our information systems and other technology will continue to be able to accommodate our operations, or that the cost of maintaining the systems and technology will not materially increase from the current level. A failure to accommodate our operations, or a material increase in costs related to information systems and technology, could have a material adverse effect on our business.

 

We may not be able to keep pace with continuing changes in technology.

 

Our market is characterized by rapidly changing technology. To be successful, we must adapt to this rapidly changing environment by continually improving the performance, features, and reliability of our services. We could incur substantial costs if we need to modify our services or infrastructure or adapt our technology to respond to these changes (including in response to artificial intelligence or other emerging technologies). A delay or failure to address technological advances and developments or an increase in costs resulting from these changes could have a material and adverse effect on our business, financial condition and results of operations.

 

The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition, and results of operations.

 

We, or our third-party service providers, may develop or incorporate artificial intelligence (AI) technology in certain business processes, products, or services. The development and use of AI presents a number of risks and challenges. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, which could require changes in our potential use and implementation of AI technology, limit our ability to integrate AI, and increase our compliance costs and the risk of non-compliance.

 

Additionally, we may integrate AI into our operations, technology, products, and services in the future. AI models may produce output or take action that is incorrect, infringe on the intellectual property rights of others, or is otherwise harmful. In addition, the complexity of AI models may make it challenging to understand why they generate particular outputs. There can be no assurance that any products or services that utilize AI will be successful or that we will keep pace with the rapid evolution of AI.  Additionally, others may use AI to increase the frequency and severity of cybersecurity attacks against us or our third-party service providers, which could adversely impact our business and results of operations.

 

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Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage.

 

The secure transmission of confidential information over public networks is a critical element of our operations. We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our locations and with our clients and vendors. As the breadth and complexity of this infrastructure continue to grow, the potential risk of security breaches and cyber-attacks increases. As a financial services company, we may be subject to cyber-attacks and phishing scams by third parties. In addition, vulnerabilities of our external service providers and other third parties could pose security risks to client information. Such breaches could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information and violations of privacy laws and regulations.

 

In providing services to clients, we manage, utilize and store sensitive and confidential client data, including personal data. As a result, we are subject to numerous laws and regulations designed to protect this information, such as U.S. federal and state laws and foreign regulations governing the protection of personally identifiable information. These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including a cyber-attack by computer programmers and hackers who may deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability, financial responsibility under our security guarantee to reimburse clients for losses resulting from unauthorized activity in their accounts and damage to our reputation and could have a material adverse effect on our results of operations. Further, the General Data Protection Regulation (“GDPR”) requires entities processing the personal data of individuals in the European Union to meet certain requirements regarding the handling of that data. Failure to meet GDPR requirements could result in substantial penalties and materially adversely impact our financial results. The occurrence of any of these incidents could result in reputational damage, adverse publicity, loss of consumer confidence, reduced sales and profits, complications in executing our growth initiatives and regulatory and legal risk, including criminal penalties or civil liabilities. In addition, our liability insurance might not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks, phishing scams and other related breaches.

 

We are largely dependent on Pershing LLC to provide clearing services and margin financing. 

 

Our broker-dealer relies on Pershing LLC to provide clearing services, as well as other operational and support functions that cannot be provided for internally. In addition, currently all of our margin financing is obtained from Pershing LLC.  As of December 31, 2024, our total margin loan payable to Pershing LLC is $66.7 million.  If our relationship with Pershing LLC is terminated, there can be no assurance that the functions and margin loan financing previously provided could be replaced on comparable economic terms.

 

Our substantial level of indebtedness could adversely affect our financial health and ability to compete. In addition, our failure to satisfy the financial covenants in our debt agreements could result in a default and acceleration of repayment of the indebtedness thereunder.

 

Our balance sheet includes approximately $57.8 million par value of recourse indebtedness. Our indebtedness could have important consequences to our stockholders. For example, our indebtedness could:

 

 

•

make it more difficult for us to pay our debts as they become due during general adverse economic and market industry conditions because any related decrease in revenues could cause our cash flows from operations to decrease and make it difficult for us to make our scheduled debt payments;

 

•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and consequently, place us at a competitive disadvantage to our competitors with less debt;

 

•

require a substantial portion of our cash flow from operations to be used for debt service payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

 

•

limit our ability to borrow additional funds to expand our business or alleviate liquidity constraints, as a result of financial and other restrictive covenants in our indebtedness; and

 

•

result in higher interest expense in the event of increases in interest rates since some of our borrowings are and will continue to be, at variable rates of interest.

 

Under the junior subordinated notes related to the Alesco Capital Trust, we are required to maintain a total debt to capitalization ratio of less than 0.95 to 1.0. Also, because the aggregate amount of our outstanding subordinated debt exceeds 25% of our net worth, we are unable to issue any further subordinated debt.  As of December 31, 2024, we have a substantial amount of debt with variable interest rates. We may experience material increases in our interest expense as a result of increases in general interest rate levels.  In addition, our indebtedness imposes restrictions that limit our discretion with regard to certain business matters, including our ability to engage in consolidations and mergers and our ability to transfer and lease certain of our properties. Such restrictions could make it more difficult for us to expand, finance our operations and engage in other business activities that may be in our interest.  Our ability to comply with these and any other provisions of such agreements will be affected by changes in our operating and financial performance, changes in business conditions or results of operations, adverse regulatory developments or other events beyond our control. The breach of any of these covenants could result in a default, which could cause our indebtedness to become due and payable. If the maturity of our indebtedness were accelerated, we may not have sufficient funds to pay such indebtedness. Any additional indebtedness we may incur in the future may subject us to similar or even more restrictive conditions.

 

Accounting rules for certain of our transactions are highly complex and involve significant judgment and assumptions. Changes in accounting interpretations or assumptions could adversely impact our financial statements.

 

Accounting rules for transfers of financial assets, income taxes, compensation arrangements including share-based compensation, securitization transactions, consolidation of variable interest entities, determining the fair value of financial instruments and other aspects of our operations are highly complex and involve significant judgment and assumptions. These complexities could lead to delay in preparation of our financial information. Changes in accounting interpretations or assumptions could materially impact our financial statements.

 

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We may change our investment strategy, hedging strategy, asset allocation and operational policies without our stockholders’ consent, which may result in riskier investments and adversely affect the market value of our Common Stock.

 

We may change our investment strategy, hedging strategy, asset allocation and/or operational policies at any time without the consent of our stockholders. A change in our investment or hedging strategy may increase our exposure to various risks including interest rate and exchange rate fluctuations. Furthermore, our board of directors will determine our operational policies and may amend or revise our policies, including polices with respect to our acquisitions, growth, operations, indebtedness, capitalization and distributions, or our board may approve transactions that deviate from these policies without a vote of, or notice to, our stockholders. Operational policy changes could adversely affect the market value of our Common Stock.

 

Maintenance of our Investment Company Act exemption imposes limits on our operations, and loss of our Investment Company Act exemption would adversely affect our operations.

 

We seek to conduct our operations so that we are not required to register as an investment company under the Investment Company Act. Section 3(a)(l)(C) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), defines an “investment company” as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(l) or Section 3(c)(7) of the Investment Company Act.

 

We are a holding company that conducts our business primarily through the Operating LLC as a voting-controlled subsidiary. Whether or not we qualify under the 40% test is primarily based on whether the securities we hold in the Operating LLC are investment securities. If we were required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation with respect to our capital structure (including our ability to use leverage), management, operations, transactions with affiliated persons (as defined in the Investment Company Act) and other matters. Such limitations could have a material adverse effect on our business and operations. As of December 31, 2024, we are in compliance with and meet the Section 3(a)(1)(C) exclusion.

 

The soundness of other financial institutions and intermediaries affects us.

 

We face the risk of operational failure, termination or capacity constraints of any of the clearing agents, exchanges, clearing houses or other financial intermediaries that we use to facilitate our securities transactions. As a result of the consolidation over the years of clearing agents, exchanges and clearing houses, our exposure to certain financial intermediaries has increased and could affect our ability to find adequate and cost-effective alternatives should the need arise. Any failure, termination or constraint of these intermediaries could adversely affect our ability to execute transactions, service our clients and manage our exposure to risk.

 

Our ability to engage in routine trading and funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, funding, and counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mortgage originators and other institutional clients. As a result, defaults by, or even rumors or questions about the financial condition of, one or more financial services institutions, or the financial services industry generally, have historically led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices insufficient to recover the full amount of the loan or derivative exposure due us. Although we have not suffered any material or significant losses as a result of the failure of any financial counterparty, any such losses in the future may materially adversely affect our results of operations.

 

We operate in a highly regulated industry and may face restrictions on, and examination of, the way we conduct certain of our operations.

 

Our business is subject to extensive government and other regulation, and our relationship with our broker-dealer clients may subject us to increased regulatory scrutiny. These regulations are designed to protect the interests of the investing public generally rather than our stockholders and may result in limitations on our activities. Governmental and self-regulatory organizations, including the SEC, FINRA, the Commodity Futures Trading Commission and other agencies and securities exchanges such as the NYSE and NYSE American regulate the U.S. financial services industry, and regulate certain of our operations in the U.S. Some of our international operations are subject to similar regulations in their respective jurisdictions, including rules promulgated by  the ACPR which apply to our operations in France. These regulatory bodies are responsible for safeguarding the integrity of the securities and other financial markets and protecting the interests of investors in those markets. In addition, all records of registered investment advisors and broker-dealers are subject at any time, and from time to time, to examination by the SEC. Some aspects of the business that are subject to extensive regulation and/or examination by regulatory agencies, include:

 

 

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sales methods, trading procedures and valuation practices;

 

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investment decision making processes and compensation practices;

 

•

use and safekeeping of client funds and securities;

 

•

the manner in which we deal with clients;

 

•

the safeguarding of personally identifiable information;

 

•

capital requirements;

 

•

financial and reporting practices;

 

•

required record keeping and record retention procedures;

 

•

the licensing of employees;

 

•

the conduct of directors, officers, employees and affiliates;

 

•

systems and control requirements;

 

•

conflicts of interest including, but not limited to allocation of investment opportunities and targets for business combinations for SPACs;

 

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restrictions on marketing, gifts and entertainment; and

 

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client identification and anti-money laundering requirements.

 

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The SEC, FINRA, ACPR, and various other domestic and international regulatory agencies also have stringent rules and regulations with respect to the maintenance of specific levels of net capital by broker-dealers. Generally, in the U.S., a broker-dealer’s net capital is defined as its net worth, plus qualified subordinated debt, less deductions for certain types of assets. If these net capital rules are changed or expanded, or if there is an unusually large charge against net capital, our operations that require the intensive use of capital would be limited. Also, our ability to withdraw capital from our regulated subsidiaries is subject to restrictions, which in turn could limit our ability or that of our subsidiaries to pay dividends, repay debt, make distributions, and redeem or purchase shares of our Common Stock or other equity interests in our subsidiaries. A large operating loss or charge against net capital could adversely affect our ability to expand or even maintain our expected levels of business, which could have a material adverse effect on our business. In addition, we may become subject to net capital requirements in other foreign jurisdictions in which we operate. While we expect to maintain levels of capital in excess of regulatory minimums, we cannot predict our future capital needs or our ability to obtain additional financing.

 

If we or any of our subsidiaries fail to comply with any of these laws, rules, or regulations, we or such subsidiary may be subject to censure, significant fines, cease-and-desist orders, suspension of business, suspensions of personnel or other sanctions, including revocation of registrations with FINRA, withdrawal of authorizations from or revocation of registrations with international agencies to whose regulation we are subject, which would have a material adverse effect on our business. The adverse publicity arising from the imposition of sanctions against us by regulators, even if the amount of such sanctions is small, could harm our reputation and cause us to lose existing clients or fail to gain new clients.

 

The authority to operate as a broker-dealer in a jurisdiction is dependent on the registration or authorization in that jurisdiction or the maintenance of a proper exemption from such registration or authorization. Our ability to comply with all applicable laws and rules is largely dependent on our compliance, credit approval, audit and reporting systems and procedures, as well as our ability to attract and retain qualified personnel. Any growth or expansion of our business may create additional strain on our compliance, credit approval, audit and reporting systems and procedures and could result in increased costs to maintain and improve such systems and procedures.

 

In addition, new laws or regulations or changes in the enforcement of existing laws or regulations applicable to us and our clients may adversely affect our business, and our ability to function in this environment will depend on our ability to constantly monitor and react to these changes. Such changes may cause us to change the way we conduct our business, both in the U.S. and internationally. The government agencies that regulate us have broad powers to investigate and enforce compliance and punish noncompliance with their rules, regulations, and industry standards of practice. If we and our directors, officers and employees fail to comply with the rules and regulations of these government agencies, we and they may be subject to claims or actions by such agencies.

 

Substantial legal liability or significant regulatory action could have material adverse financial effects or cause significant reputational harm, either of which could seriously harm our business.

 

We face substantial regulatory and litigation risks and conflicts of interests and may face legal liability and reduced revenues and profitability if our business is not regarded as compliant or for other reasons. We are subject to extensive regulation, and many aspects of our business will subject us to substantial risks of liability. We engage in activities in connection with (1) the evaluation, negotiation, structuring, marketing, and sales and management of our investment funds and financial products, (2) our Capital Markets segment, (3) our asset management operations, and (4) our investment activities. Our activities may subject us to the risk of significant legal liabilities under securities or other laws for material omissions or materially false or misleading statements made in connection with securities offerings and other transactions. In addition, to the extent our clients, or investors in our investment funds and financial products, suffer losses, they may claim those losses resulting from our or our officers’, directors’, employees’, agents’ or affiliates’ breach of contract, fraud, negligence, willful misconduct or other similar misconduct, and may bring actions against us under federal or state securities or other applicable laws. Dissatisfied clients may also make claims against us regarding quality of trade execution, improperly settled trades, or mismanagement. We may become subject to these claims as the result of failures or malfunctions of electronic trading platforms or other brokerage services, including failures or malfunctions of third-party providers’ systems which are beyond our control, and third parties may seek recourse against us for any losses. In addition, investors may claim breaches of collateral management agreements, which could lead to our termination as collateral manager under such agreements.

 

Following the start of the financial crisis in 2007, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial advisors and asset managers increased. With respect to the asset management business, we make investment decisions on behalf of our clients that could result in, and in some instances in the past have resulted in, substantial losses. In addition, as a manager, we are responsible for clients’ compliance with regulatory requirements. Investment decisions we make on behalf of clients could cause such clients to fail to comply with regulatory requirements and could result in substantial losses. Although our management agreements generally include broad indemnities and provisions designed to limit our exposure to legal claims relating to our services, these provisions may not protect us or may not be enforced in all cases.

 

In addition, we are exposed to risks of litigation or investigation relating to transactions which present conflicts of interest that are not properly addressed. In such actions, we could be obligated to bear legal, settlement and other costs (which may be in excess of available insurance coverage). Also, with a workforce consisting of many very highly paid professionals, we may face the risk of lawsuits relating to claims for compensation, which may individually or in the aggregate be significant in amount. Similarly, certain corporate events, such as a reduction in our workforce or employee separations, could also result in additional litigation or arbitration. In addition, as a public company, we are subject to the risk of investigation or litigation by regulators or our public stockholders arising from an array of possible claims, including investor dissatisfaction with the performance of our business or our share price, allegations of misconduct by our officers and directors or claims that we inappropriately dealt with conflicts of interest or investment allocations. In addition, we may incur significant expenses in defending claims, even those without merit. If any claims brought against us result in a finding of substantial legal liability and/or require us to incur all or a portion of the costs arising out of litigation or investigation, our business, financial condition, liquidity and results of operations could be materially and adversely affected. Such litigation or investigation, whether resolved in our favor or not or ultimately settled, could cause significant reputational harm, which could seriously harm our business.

 

In our Investment Management business, we make investment decisions on behalf of our clients that could result in substantial losses. This also may subject us to the risk of legal liability or actions alleging negligent misconduct, breach of fiduciary duty or breach of contract. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time.  In addition, the activities of our CCM business may subject us to the risk of significant legal actions by our clients and third parties and subject us to regulatory proceedings.  Particularly in highly volatile markets, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial advisors and underwriters can be significant. Our business is also subject to regulation in the countries in which it operates. As this regulatory environment continues to change (in some cases potentially significantly) it is difficult to assess future litigation and regulatory risks. Regulatory changes make it harder for our clients to estimate future potential losses that may be incurred. Our advisory and underwriting activities may subject us to the risk of significant legal liability to our clients and third parties, including our clients’ stockholders, under securities or other laws for materially false or misleading statements made in connection with securities and other transactions and potential liability for the fairness opinions and other advice provided to participants in corporate transactions. We may incur significant legal expenses in defending ourselves against litigation or regulatory or governmental action. Substantial legal liability or significant regulatory or governmental action against us could materially adversely affect our business, financial condition or results of operations and cause significant reputational harm to us, which could seriously harm our business.

 

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The competitive pressures we face as a result of operating in highly competitive markets could have a material adverse effect on our business, financial condition, liquidity and results of operations.

 

A number of entities conduct asset management, origination, investment, and broker-dealer activities. We compete with public and private funds, SPACs and SPAC sponsors, REITs, commercial and investment banks, savings and loan institutions, mortgage bankers, insurance companies, institutional bankers, governmental bodies, commercial finance companies, traditional asset managers, brokerage firms and other entities.

 

Many firms offer similar and/or additional products and services to the same types of clients that we target or may target in the future. Many of our competitors are substantially larger and have more relevant experience, have considerably greater financial, technical and marketing resources, and have more personnel than we have. There are few barriers to entry, including a relatively low cost of entering these lines of business, and the successful efforts of new entrants into our expected lines of business, including major banks and other financial institutions, may result in increased competition. Other industry participants may, from time to time, seek to recruit our investment professionals and other employees away from us. 

 

With respect to our asset management activities, our competitors may have more extensive distribution capabilities, more effective marketing strategies, more attractive investment vehicle structures and broader name recognition than we do. Further, other investment managers may offer services at more competitive prices than we do, which could put downward pressure on our fee structure. With respect to our origination and investment activities, some competitors may have a lower cost of funds, enhanced operating efficiencies, and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than we can. The competitive pressures we face, if not effectively managed, may have a material adverse effect on our business, financial condition, liquidity and results of operations.

 

Also, as a result of this competition, we may not be able to take advantage of attractive asset management, origination and investment opportunities and, therefore, may not be able to identify and pursue opportunities that are consistent with our business objectives. Competition may limit the number of suitable investment opportunities offered to us. It may also result in higher prices, lower yields and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms. In addition, competition for desirable investments could delay the investment in desirable assets, which may in turn reduce our earnings per share.

 

With respect to our broker-dealer activities, our revenues could be adversely affected if large institutional clients that we have (i) increase the amount of trading they do directly with each other rather than through our broker-dealer, (ii) decrease the amount of trading they do with our broker-dealer because they decide to trade more with our competitors, (iii) decrease their trading of certain over-the-counter (“OTC”) products in favor of exchange-traded products, or (iv) hire in-house professionals to handle trading that our broker-dealer would otherwise be engaged to do.

 

We have experienced intense price competition in our fixed income brokerage business in recent years. Some competitors may offer brokerage services to clients at lower prices than we offer, which may force us to reduce our prices or to lose market share and revenue. In addition, we intend to focus primarily on providing brokerage services in markets for less commoditized financial instruments. As the markets for these instruments become more commoditized, we could lose market share to other inter-dealer brokers, exchanges and electronic multi-dealer brokers who specialize in providing brokerage services in more commoditized markets. If a financial instrument for which we provide brokerage services becomes listed on an exchange or if an exchange introduces a competing product to the products, we broker in the OTC market, the need for our services in relation to that instrument could be significantly reduced. Further, the recent consolidation among exchange firms, and expansion by these firms into derivative and other non-equity trading markets, will increase competition for customer trades and place additional pricing pressure on commissions and spreads.

 

Employee misconduct or error, which can be difficult to detect and deter, could harm us by impairing our ability to attract and retain clients and by subjecting us to significant legal liability and reputational harm.

 

There have been a number of highly publicized cases involving fraud, trading on material non-public information, or other misconduct by employees and others in the financial services industry, and there is a risk that our employees could engage in misconduct that adversely affects our business. For example, we may be subject to the risk of significant legal liabilities under securities or other laws for our employees’ material omissions or materially false or misleading statements in connection with securities and other transactions. In addition, our advisory business requires that we deal with confidential matters of great significance to our clients. If our employees were to improperly use or disclose confidential information provided by our clients, we could be subject to regulatory sanctions and could suffer serious harm to our reputation, financial position, current client relationships and ability to attract future clients. We are also subject to extensive regulation under securities laws and other laws in connection with our asset management business. Failure to comply with these legislative and regulatory requirements by any of our employees could adversely affect us and our clients. It is not always possible to deter employee misconduct, and any precautions taken by us to detect and prevent this activity may not be effective in all cases.

 

Furthermore, employee errors, including mistakes in executing, recording or reporting transactions for clients (such as entering into transactions that clients may disavow and refuse to settle) could expose us to financial losses and could seriously harm our reputation and negatively affect our business. The risk of employee error or miscommunication may be greater for products that are new or have non-standardized terms.

 

We receive financial instruments instead of cash as consideration for some of our services, which may be illiquid, and the price we ultimately realize may be materially lower than their current fair value.

 

The value of the financial instruments which we receive as consideration for our services may be subject to transfer or other restrictions, which may render such securities or financial instruments to be illiquid. Further, the financial instruments may be materially affected by market fluctuations. Market volatility, illiquid market conditions and disruptions in the markets may make it difficult to value and monetize certain of our securities or financial instruments, particularly during periods of market uncertainty. Subsequent valuations in future periods may result in significant changes in the value of these financial instruments. In addition, at the time of any sales and settlements of these financial instruments, the price we ultimately realize will depend on the demand and liquidity in the market at that time and may be materially lower than the fair value at the time we receive them. Any of these factors could cause a decline in the value of financial instruments which we hold.

 

SFA transactions may obligate the Company to make payments on a certain payments at, or subsequent to, maturity which may be made in cash, by returning the acquired interests in kind, or through a combination of both, which could affect our liquidity.

 

A significant component of our principal investment revenue has come from SFAs. SFAs stipulate that we must make a payment to the SFA Counterparty on or subsequent to a certain maturity date, which may be in cash, by returning the acquired assets in kind, or a combination of both. Payment to the SFA Counterparty pursuant to the SFAs may have an adverse impact on our liquidity. We may need to incur additional indebtedness to finance these payments to the extent our cash resources are insufficient to meet our obligations under the SFAs as a result of timing discrepancies or otherwise, and these obligations could negatively effect our business, financial condition, and results of operations.

 

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Risks Related to Our Organizational Structure and Ownership of Our Common Stock 

 

We could repurchase shares of our Common Stock at price levels considered excessive, the amount of our Common Stock we repurchase may decrease from historical levels, or we may not repurchase any additional shares of our Common Stock in the future.

 

We could repurchase shares of our Common Stock at price levels considered excessive, thereby spending more cash on such repurchases then deemed reasonable and effectively retiring fewer shares than would be retired if repurchases were effected at lower prices.  Further, our future repurchases of shares of our Common Stock, if any, and the number of shares of Common Stock we may repurchase will depend upon our financial condition, results of operations and other factors deemed relevant by our board of directors. There can be no assurance that we will continue our practice of repurchasing shares of our Common Stock or that we will have the financial resources to repurchase shares of our Common Stock in the future.

 

We are a holding company whose primary asset is units of membership interests in the Operating LLC, and we are dependent on distributions from the Operating LLC to pay taxes and other obligations.

 

We are a holding company whose primary assets are units of membership interests in the Operating LLC. Since the Operating LLC is a limited liability company taxed as a partnership, we, as a member of the Operating LLC, could incur tax obligations as a result of our allocable share of the income from the operations of the Operating LLC. In addition, we have convertible senior debt and junior subordinated notes outstanding. The Operating LLC will pay distributions to us in amounts necessary to satisfy our tax obligations and regularly scheduled payments of interest in connection with our junior subordinated notes, and we are dependent on these distributions from the Operating LLC in order to generate the funds necessary to meet these obligations and liabilities. Industry conditions and financial, business and other factors will affect our ability to generate the cash flows we need to make these distributions. There may be circumstances under which the Operating LLC may be restricted from paying dividends to us under applicable law or regulation (for example due to Delaware Limited Liability Company Act limitations on the Operating LLC’s ability to make distributions if liabilities of the Operating LLC after the distribution would exceed the value of the Operating LLC’s assets).

 

As a holding company that does not conduct business operations in its own right, substantially all of the assets of the Company are comprised of our minority economic ownership interest in the Operating LLC. The Company’s ability to pay any dividends to our stockholders will be dependent on any distributions we receive from the Operating LLC and subject to the Operating LLC’s operating agreement (the “Operating LLC Agreement”). The amount and timing of distributions by the Operating LLC will be at the discretion of the Operating LLC’s board of managers, which is comprised of Daniel G. Cohen, our Executive Chairman and the majority owner of the Operating LLC, Lester Brafman, our Chief Executive Officer and Joseph W. Pooler, Jr., our Chief Financial Officer.

 

Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. JVB is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in JVB. In addition, these restrictions could potentially impose notice requirements or limit the Company’s ability to withdraw capital above the required minimum amounts (excess capital) whether through distribution or loan. CCFESSA is regulated by the ACPR and must maintain certain minimum levels of capital.

 

Our failure to deal appropriately with actual, potential or perceived conflicts of interest could damage our reputation and materially adversely affect our business.

 

As we have expanded the scope of our relating to our Advisory and Asset Management businesses, we increasingly confront actual, potential and perceived conflicts of interest. It is possible that actual, potential or perceived conflicts could give rise to client dissatisfaction, litigation or regulatory enforcement actions. Identifying and managing actual, potential and perceived conflicts of interest is difficult, and our reputation could be damaged if we fail to deal appropriately with one or more actual, potential or perceived conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest would have a material adverse effect on our reputation which would materially adversely affect our business. Additionally, client-imposed conflicts requirements could place additional limitations on us, for example, by limiting our ability to accept advisory engagements.

 

Policies, controls and procedures that we may be required to implement to address additional regulatory requirements, including as a result of foreign jurisdictions in which we operate, our underwriting activities, or to mitigate actual or potential conflicts of interest, may result in increased costs, including for additional personnel and infrastructure and information technology improvements, as well as limit our activities and reduce the benefit of positive synergies that we seek to cultivate across our businesses.

 

Daniel G. Cohen, our Executive Chairman, has significant ownership interests in the Operating LLC and competing duties to other entities (including Cohen Circle) that could create potential conflicts of interest and may result in decisions that are not in the best interests of other Cohen & Company Inc. stockholders.

 

As of December 31, 2024, Daniel G. Cohen, our Executive Chairman, individually and through an entity he wholly owns, Cohen Bros. Financial, LLC (“CBF”), owns 22,975,501 units of membership interests (including both unrestricted and restricted units), or 37.4% of the membership interests in the Operating LLC.  In addition, as of December 31, 2024 the DGC Trust owns 20,225,095 or 32.9%  units of the membership interests in the Operating LLC.  The DGC Trust was formed by Daniel G. Cohen.  Although Daniel G. Cohen is neither a trustee nor a named beneficiary of the DGC Trust and does not have any voting or dispositive control of securities held by the trust, he may be deemed to be a beneficial owner of all securities held by the DGC Trust as a result of his ability to acquire any of the DGC Trust’s assets, including any securities held by the DGC Trust (and, in turn, the sole voting and sole dispositive power with respect to such securities), by substituting other property of an equivalent value without the approval or consent of any person, including any trustee or beneficiary of the DGC Trust.    

 

Cohen & Company, Inc. also holds units of membership interests in the Operating LLC and has the majority voting power of the Operating LLC through a proxy granted to it by Mr. Cohen and the DGC Trust. On September 25, 2020, the Securities Purchase Agreement dated December 30, 2019, by and among the Company, the Operating LLC, Daniel Cohen, and DGC Trust and the Amended and Restated Limited Liability Company Agreement of the Operating LLC were amended to provide that the voting proxy shall be revoked in the event that Daniel G. Cohen and/or his affiliates cease to beneficially own a majority of the voting securities of the Company. See notes 21 and 31.

 

Additionally, as of December 31, 2024, Daniel G. Cohen directly owns 4.1% of our Common Stock.  Further, as of such date, Mr. Cohen may be deemed to be the beneficial owner of additional shares of our Common Stock representing 3.9%, which is owned by EBC 2013 Family Trust (“EBC”) as the result of Mr. Cohen’s position as trustee of the trust and as a result of the fact that Mr. Cohen has sole voting power with respect to all securities held by EBC.  As noted above, Daniel G. Cohen may control certain actions of the Company. As an owner of interests in the Operating LLC, Daniel G. Cohen may have interests that differ from the stockholders of the Company, including in circumstances in which there may be tax consequence to the members of the Operating LLC. Further, Daniel G. Cohen’s ownership interests in third party entities, including Cohen Circle, may result in his interests differing from the stockholders of the Company.  As a result of his ownership in both the Company, the Operating LLC and third party entities, including Cohen Circle, it is possible that Daniel G. Cohen as a shareholder of the Company could approve or reject actions based on his own interests as a stockholder that may or may not be in the best interests of the other the Company’s stockholders.

 

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We are controlled by Daniel G. Cohen, whose interests in our business may be different than our other stockholders, and, as a “controlled company” within the meaning of the rules of NYSE American, our other stockholders will not have the same protections afforded to stockholders of companies that are subject to certain corporate governance requirements.

 

Mr. Cohen currently owns approximately 40.1% of the voting power of the Company as a result of his ownership of our outstanding Common Stock, Series E Preferred Stock and Series F Preferred Stock.

 

Further, the DGC Family Fintech Trust (the “DGC Trust”), a trust formed by Mr. Cohen, owns 9,880,268 shares of our Series F Preferred Stock.  Our Series F Preferred Stock votes together with the holders of our Common Stock on all matters, entitling the holders thereof to one vote for every ten shares of Series F Preferred Stock held.  Accordingly, the shares of Series F Preferred Stock held by the DGC Trust entitle the DGC Trust to 988,027 votes on matters presented to holders of our Common Stock.  Although Daniel G. Cohen is neither a trustee nor a named beneficiary of the DGC Trust and does not have any voting or dispositive control of securities held by the DGC Trust, pursuant to the terms of the DGC Trust, Mr. Cohen has the ability to acquire any of the DGC Trust’s assets, including the 9,880,268 units of the membership interests in the Operating LLC held by the DGC Trust (at any time and without the consent of the trustees or beneficiaries of the DGC Trust) by substituting such assets with other property of equivalent value.  Accordingly, Mr. Cohen, at any time, could become the owner of the membership interests in the Operating LLC currently held by the DGC Trust and, in turn, an additional 20.7% of the voting power of the Company.

 

As a result of Mr. Cohen’s voting control of the Company, Mr. Cohen has the right to designate all members of our board of directors and his nominees to our board of directors will have the ability to control the appointment of our management, the entering into of mergers, material acquisitions and dispositions and other extraordinary transactions and to influence amendments to our charter, bylaws and other corporate governance documents. So long as Mr. Cohen continues to own, directly or indirectly, a majority of our voting stock, he will have the ability to control the vote in any election of directors and will have the ability to approve or prevent any transaction that requires stockholder approval regardless of whether others believe the transaction are or are not in our best interests. In any of these matters, the interests of Mr. Cohen may differ from or conflict with the interests of our other stockholders. Moreover, this concentration of voting stock ownership may also adversely affect the trading price for our Common Stock to the extent investors perceive disadvantages in owning stock of a company with a controlling stockholder.

 

In addition, because Mr. Cohen controls a majority of our voting stock, we are a “controlled company” within the meaning of the corporate governance standards of NYSE American. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that a majority of the board of directors consist of independent directors and the requirements that the executive compensation committee and nominating and corporate governance committee each be comprised entirely of independent directors. We may take advantage of certain of these exemptions for as long as we continue to qualify as a “controlled company.” Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NYSE American.

 

Any future distributions to our stockholders will depend upon certain factors affecting our operating results, some of which are beyond our control.  Any future distributions to our stockholders will depend upon certain factors affecting our operating results, some of which are beyond our control.

 

Our ability to make cash distributions is based on many factors, including the return on our investments, operating expense levels and certain restrictions imposed by Maryland law. Some of these factors are beyond our control and a change in any such factor could affect our ability to make distributions in the future. We may not be able to make distributions. Our stockholders should rely on increases, if any, in the price of our Common Stock for any return on their investment. Furthermore, we are dependent on distributions from the Operating LLC to be able to make distributions. See the risk factor above titled “We are a holding company whose primary asset is units of membership interest in the Operating LLC and we are dependent on distributions from the Operating LLC to pay taxes and other obligations.”

 

Future sales of our Common Stock in the public market could lower the price of our Common Stock and impair our ability to raise funds in future securities offerings.

 

Future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our Common Stock and could make it more difficult for us to raise funds in the future through a public offering of our securities.

 

Your percentage ownership in the Company may be diluted in the future.

 

Your percentage ownership in the Company may be diluted in the future because of equity awards that have been, or may be, granted to our directors, officers, and employees. We have adopted equity compensation plans that provide for the grant of equity-based awards, including restricted stock, stock options and other equity-based awards to our directors, officers and other employees, advisors and consultants. At December 31, 2024, we had 404,791 shares of restricted stock outstanding to employees and directors of the Company and there were 385,400 shares available for future awards under our equity compensation plans. The Operating LLC also has issued 4,465,998 units that are restricted.  Vesting of restricted stock, Operating LLC units, and stock option grants is generally contingent upon performance conditions and/or service conditions. Vesting of those shares of restricted units and stock would dilute the ownership interest of existing stockholders. Equity awards will continue to be a source of compensation for employees and directors.

 

If we raise additional capital, we expect it will be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the price at which we offer such securities may not bear any relationship to our value, the net tangible book value per share may decrease, the percentage ownership of our current stockholders would be diluted, and any equity securities we may issue in such offering or upon conversion of convertible debt securities issued in such offering, may have rights, preferences or privileges with respect to liquidation, dividends, redemption, voting and other matters that are senior to or more advantageous than our Common Stock. If we finance acquisitions by issuing equity securities or securities convertible into equity securities, our existing stockholders will also be diluted.

 

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The issuance of the shares of Common Stock upon the redemption, if any, of the issued and outstanding LLC Units may cause substantial dilution to our existing stockholders and may cause the price of our Common Stock to decline.

 

There are 61,443,567 units of membership interests in the Operating LLC issued and outstanding, of which 22,975,501 units of membership interests in the Operating LLC are beneficially owned by Daniel G. Cohen. and 20,225,095 LLC Units are held by the DGC Family Fintech Trust of which Daniel G. Cohen is a beneficial owner.  Subject to certain restrictions, pursuant to the Operating LLC Agreement, a holder of unrestricted units of membership interests in the Operating LLC may cause the Operating LLC to redeem such units at any time for, at the Company’s option, (A) cash or (B) one share of the Company’s Common Stock for every ten units of membership interests in the Operating LLC.  If the outstanding units of membership interests in the Operating LLC are redeemed by the Company for Common Stock, our existing stockholders could be significantly diluted and the price of our Common Stock may decline.  See note 21 to our consolidated financial statements included in this Annual Report on Form 10-K. 

 

We may not be able to generate sufficient taxable income to fully realize our deferred tax asset, which would also have to be reduced if U.S. federal income tax rates are lowered. 

 

As of December 31, 2024, we have recorded a deferred tax asset of $2.3 million.  If we are unable to generate sufficient taxable income prior to the expiration of our NOLs, the NOLs would expire unused. Our projections of future taxable income required to fully realize the recorded amount of the net deferred tax asset reflect numerous assumptions about our operating businesses and investments and are subject to change as conditions change specific to our business units, investments or general economic conditions. Changes that are adverse to us could result in the need to increase our deferred tax asset valuation allowance resulting in a charge to results of operations and a decrease to total stockholders’ equity. In addition, any decrease in the federal statutory tax rate, or other changes in federal tax statutes, could also cause a reduction in the economic benefit of the NOL currently available to us.

 

The Maryland General Corporation Law (the “MGCL”), and provisions in our charter and bylaws may prevent takeover attempts that could be beneficial to our stockholders.

 

Provisions of the MGCL and our charter and bylaws could discourage a takeover of us even if a change of control would be beneficial to the interests of our stockholders. These statutory, charter and bylaw provisions include the following:

 

 

•

the MGCL generally requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter to approve a merger, consolidation, or share exchange involving us or the transfer of all or substantially all of our assets;

 

•

our board of directors has the power to classify and reclassify authorized and unissued shares of our Common Stock or preferred stock and, subject to certain restrictions in the Operating LLC Agreement, authorize the issuance of a class or series of Common Stock or preferred stock without stockholder approval;

 

•

our charter may be amended only if the amendment is declared advisable by our board of directors and approved by the affirmative vote of the holders of our Common Stock entitled to cast at least two-thirds of all of the votes entitled to be cast on the matter;

 

•

a director may be removed from office at any time with or without cause by the affirmative vote of the holders of our Common Stock entitled to cast at least two-thirds of the votes of the stock entitled to be cast in the election of directors;

 

•

an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders and nominations of persons for election to our board of directors at an annual or special meeting of our stockholders;

 

•

no stockholder is entitled to cumulate votes at any election of directors; and

 

•

our stockholders may take action in lieu of a meeting with respect to any actions that are required or permitted to be taken by our stockholders at any annual or special meeting of stockholders only by unanimous consent.

 

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Risks Related to General and Global Factors

 

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

 

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has led to market disruptions, including significant volatility in credit and capital markets.

 

Additionally, Russia’s prior annexation of Crimea, the recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including the removal of certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets. 

 

Any of the above-mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are difficult to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Annual Report on Form 10-K.

 

Climate change concerns and incidents could disrupt our business, adversely affect the profitability of certain of our investments, adversely affect customer activity levels, adversely affect the creditworthiness of our counterparties, and damage our reputation.

 

Climate change may cause extreme weather events that disrupt our business operations, which may negatively affect our ability to service and interact with our customers, and also may adversely affect the value of certain of our investments, including those in the real estate markets. Climate change may also have a negative impact on the financial condition of our customers, which may decrease revenues from those customers and increase the credit risk associated with loans and other credit exposures to those customers. Additionally, our reputation and customer relationships may be damaged as a result of our involvement, or our customers’ involvement, in certain industries or projects associated with causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change. New regulations or guidance relating to climate change, as well as the perspectives of shareholders, employees and other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products.

 

If we fail to control our costs effectively, our business could be disrupted, and our financial results could be adversely affected.

 

The Company continues to look for ways to reduce infrastructure costs and reposition itself in the financial services industry. Beginning in 2010 and continuing to the present, the Company executed initiatives that created efficiencies within its business and decreased operating expenses through the realignment of operating facilities, a merger of its two registered U.S. broker-dealer subsidiaries, and a restructuring of operating systems and systems support.

 

Our cost management initiatives have included reducing our workforce, which has placed increased burdens on our management, systems and resources, and generally increased our dependence on key persons and reduced functional back-ups. As a result, our ability to respond to unexpected challenges may be impaired, and we may be unable to take advantage of new opportunities. In addition, if these and other initiatives do not have the desired effects or result in the projected increased efficiencies, the Company may incur additional or unexpected expenses, reputational damage, or loss of customers which would adversely affect the Company’s operations and revenues.

 

In response to changes in industry and market conditions, the Company may be required to further strategically realign its resources and consider restructuring, disposing of, or otherwise exiting businesses. We cannot assure you that we will be able to:

 

 

•

Expand our capabilities or systems effectively;

 

•

Successfully develop new products or services;

 

•

Allocate our human resources optimally;

 

•

Identify, hire or retain qualified employees or vendors;

 

•

Incorporate effectively the components of any business that we may acquire in our effort to achieve growth;

 

•

Sell businesses or assets at their fair market value; or

 

•

Effectively manage the costs associated with developing, growing, acquiring or exiting a business.

 

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We may need to offer new investment strategies and products in order to continue to generate revenue.

 

The asset management industry is subject to rapid change. Strategies and products that had historically been attractive may lose their appeal for various reasons. Thus, strategies and products that have generated fee revenue for us in the past may fail to do so in the future, in which case we would have to develop new strategies and products. It could be both expensive and difficult for us to develop new strategies and products, and we may not be successful in this regard. Since the disruptions in the global financial markets, we have had difficulty expanding our offerings which has inhibited our growth and harmed our competitive position in the asset management industry, and this may continue in the future.

 

Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business.

 

Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. It is possible that potential or perceived conflicts could give rise to investor dissatisfaction or litigation or regulatory enforcement actions. In addition, regulatory scrutiny of, or litigation in connection with, conflicts of interest would have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including an inability to raise additional funds, a reluctance of counterparties to do business with us and the costs of defending litigation.

 

Our Insurance coverage may be inadequate to cover the risks facing the Company

 

Our operations and financial results are subject to risks and uncertainties related to our use of a combination of insurance, self-insured retention and self-insurance for a number of risks, including most significantly: property and casualty, workers’ compensation, errors and omissions liability, general liability and the portion of employee-related health care benefits plans we fund, among others.

 

While we endeavor to purchase insurance coverage that is appropriate to our assessment of risk, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages. Our business may be negatively affected in the future if our insurance proves to be inadequate or unavailable. In addition, insurance claims may harm our reputation or divert management attention and resources away from operating our business.

 

We depend on third-party software licenses and the loss of any of our key licenses could adversely affect our ability to provide our brokerage services.

 

We license software from third parties, some of which is integral to our electronic brokerage systems and our business. Such licenses are generally terminable if we breach our obligations under the licenses or if the licensor gives us notice in advance of the termination. If any of these relationships were terminated, or if any of these third parties were to cease doing business, we may be forced to spend significant time and money to replace the licensed software. These replacements may not be available on reasonable terms, or at all. A termination of any of these relationships could have a material adverse effect on our financial condition and results of operations.

 

If we fail to maintain effective internal control over financial reporting and disclosure controls and procedures in the future, we may not be able to accurately report our financial results, which could have an adverse effect on our business.

 

If our internal controls over financial reporting and disclosure controls and procedures are not effective, we may not be able to provide reliable financial information. Because we are a smaller reporting company, we are not required to obtain, nor have we voluntarily obtained, an auditor attestation regarding the effectiveness of our controls as of December 31, 2024. Therefore, as of December 31, 2024, we have only performed management’s assessment of the effectiveness of our internal controls and management has determined that our internal controls are effective as of December 31, 2024. Any failure to maintain effective controls in the future could adversely affect our business or cause us to fail to meet our reporting obligations. Such non-compliance could also result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements. In addition, perceptions of our business among customers, suppliers, rating agencies, lenders, investors, securities analysts and others could be adversely affected.

 

The market price of our Common Stock may be volatile and may be affected by market conditions beyond our control.

 

The market price of our Common Stock is subject to significant fluctuations in response to, among other factors:

 

 

•

variations in our operating results and market conditions specific to our business;

 

•

changes in financial estimates or recommendations by securities analysts;

 

•

the emergence of new competitors or new technologies;

 

•

operating and market price performance of other companies that investors deem comparable;

 

•

changes in our board or management;

 

•

sales or purchases of our Common Stock by insiders;

 

•

commencement of, or involvement in, litigation;

 

•

changes in governmental regulations;
 

•

the relatively low trading volumes of our Common Stock; and

 

•

general economic conditions and slow or negative growth of related markets.

 

In addition, if the market for stocks in our industry, or the stock market in general, experience a loss of investor confidence, the market price of our Common Stock could decline for reasons unrelated to our business, financial condition, or results of operations. If any of the foregoing occurs, it could cause the price of our Common Stock to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to the board of directors and management.

 

Our Common Stock may be delisted, which may have a material adverse effect on the liquidity and value of our Common Stock.

 

To maintain our listing on the NYSE American, we must meet certain financial and liquidity criteria. The market price of our Common Stock has been and may continue to be subject to significant fluctuation as a result of periodic variations in our revenues and results of operations. If we violate the NYSE American listing requirements, our Common Stock may be delisted. If we fail to meet any of the NYSE American’s listing standards, our Common Stock may be delisted. In addition, our board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our Common Stock from the NYSE American may materially impair our stockholders’ ability to buy and sell our Common Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock. In addition, the delisting of our Common Stock could significantly impair our ability to raise capital.

   

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ITEM 1B.  UNRESOLVED STAFF COMMENTS.

 

None.   

ITEM 1C. CYBERSECURITY

 

 

Risk Management and Strategy

 

The Company has processes in place to identify, assess, and monitor material risks from cybersecurity threats, which are part of the Company’s overall enterprise risk management process and have been embedded in the Company’s operating procedures, internal controls, and information systems.

 

The Company’s comprehensive cybersecurity and information security framework includes risk assessment and mitigation through a threat intelligence-driven approach, application controls, and enhanced security with ransomware defense. The framework leverages the National Institute of Standards and Technology Cyber Security Framework (“NIST CSF”) for measuring overall readiness to respond to cyber threats, and Sarbanes-Oxley for assessment of internal controls.

 

The Company contracts with external firms to assess the Company’s cybersecurity controls relative to its peers using the NIST CSF. The Company also has a third-party risk management program that assesses risks from vendors and suppliers. In addition, the Company maintains business continuity and disaster recovery plans as well as a cybersecurity insurance policy.

 

The Company has established cybersecurity and information security awareness training programs. Formal training on topics relating to the Company’s cybersecurity, data privacy, and information security policies and procedures is mandatory at least annually for all employees. Training topics include how to escalate suspicious activities including phishing, viruses, spams, insider threats, suspect human behaviors, or safety issues. Based on role and location, some employees receive additional in-depth training to provide more comprehensive knowledge on potential risks related to their individual job responsibilities. Training is supplemented through regular Company communications with frequent updates to educate on the latest adversary trends and social engineering techniques. Certain employees also obtain industry certifications, such as Certified Information Systems Security Professional or Certified Information Security Manager.

 

The Company engages in cyber crisis response simulations to assess the Company’s ability to adapt to information and operational technology threats. Improper or illegitimate use of the Company’s information system resources or violation of the Company’s information security policies and procedures is subject to disciplinary action. The Company’s security posture is supported by a comprehensive defense-in-depth strategy that relies on layers of technology including multi-factor authentication and principles of zero trust to ensure that access to information and communication is vetted and secure.

 

The Company also utilizes internal and external audits and assessments, vulnerability testing, governance processes over outsourced service providers, active risk management, and benchmarking against peers in the industry to validate the Company’s security posture. The Company also engages external firms to measure the Company’s NIST CSF maturity level.

 

No risks from cybersecurity threats, including those resulting from any previous cybersecurity incidents, have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, results of operations, or financial condition.

 

 

Governance

 

Role of the Board and Management

 

The Company’s board recognizes the importance of cybersecurity in safeguarding the Company’s sensitive data. The board is responsible for overseeing overall risk management for the Company, including review and approval of the enterprise risk management approach and processes implemented by management to identify, assess, manage, and mitigate risk, at least annually. The board has delegated responsibility for oversight of the Company’s cybersecurity, information security framework, and risk management to the Company’s management cybersecurity committee (the “Cybersecurity Committee”).

 

Pursuant to its charter, the Cybersecurity Committee must consist of at least four members of the Company’s executive management team, which shall include the Company’s director of technology, chief operating officer, chief compliance officer, and chief financial officer, each of whom is required to have working familiarity, knowledge, and competencies in relevant areas, including data privacy, public policy, information technology (“IT”) strategy, IT development and deployment, or IT risk assessment and management, including information security management. In addition, the Company’s director of technology has formal education in IT and extensive experience working in and leading the Company’s information systems and technology function. 

 

The principal responsibilities and duties of the Cybersecurity Committee, pursuant to its written charter, are to:

 

 

●

Review and provide oversight on the effectiveness of the Company’s information security and privacy policies and procedures with respect to its products and services and internal-use information technology systems;
 

●

Review and provide oversight on the policies and procedures of the Company in preparation for responding to any material information security or privacy incidents;
 

●

Review and provide oversight on the Company’s disaster recovery, business continuity, and business resiliency capabilities, including escalation protocols, relating to its customer-facing products and services and internal-use IT systems;
 

●

Review annually the appropriateness and adequacy of the Company’s cyber-insurance coverage;
 

●

Review and provide oversight on the policies and procedures of the Company with respect to data privacy, and oversee the Company’s compliance with applicable data privacy and cybersecurity laws and regulations;
 

●

Evaluate the Cybersecurity Committee’s composition and performance on an annual basis;
 

●

Review and reassess the adequacy of the Cybersecurity Committee’s written charter annually and recommend to the board any changes the Cybersecurity Committee determines are appropriate; and
 

●

Perform any other activities required by applicable law, rules, or regulations (including the Securities Exchange Act of 1934 and the NYSE American Stock Exchange regarding reporting and disclosure obligations related to cybersecurity risks, costs, and incidents), and take such other actions and perform and carry out any other responsibilities and duties delegated to it by the board or as the Cybersecurity Committee deems necessary or appropriate consistent with its purpose.

 

The Cybersecurity Committee, including the Company’s director of technology, receives regular updates from the Company’s management on cybersecurity matters, results of mitigation efforts, and cybersecurity incident response and remediation.

 

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ITEM 2.  PROPERTIES.

 

The following table lists our current leases as of December 31, 2024. 

 

City

Description

  

Square Feet

  

Expiration Date

Status (1)

New York, NY

3 Columbus Circle- 24th Floor

     31,614  

7/31/2035

Partially Occupied / Partially Subleased

Philadelphia, PA

2929 Arch Street

     9,501  

11/30/2029

Partially Occupied / Partially Subleased

Boca Raton, FL

1800 N. Military Trail

     3,776  

3/31/2032

Occupied

Paris, France

17 avenue de l'Opera

     1,830  

5/31/2030

Occupied

Menlo Park, CA

2727 Sand Hill Road

     2,735  

8/31/2025

Occupied

Memphis, TN

6000 Poplar Avenue

     330  

Month-to-month

Occupied
               

 

 

 

(1)

For purposes of this table, “Partially Occupied / Partially Subleased” means we occupy a portion of the space and sublease the remaining portion to a third-party or third parties and “Occupied” means we fully utilize the space for our operations.

 

The properties that we occupy are used either by the Company’s Capital Markets, Asset Management, or Principal Investing segments or all three. We believe that the facilities we occupy are suitable and adequate for our current operations.

 

 

ITEM  3.  LEGAL PROCEEDINGS. 

 

From time to time, the Company is a party to various routine legal proceedings, claims, and regulatory inquiries arising out of the ordinary course of the Company’s business. Management believes that the results of these routine legal proceedings, claims, and regulatory matters will not have a material adverse effect on the Company’s financial condition, or on the Company’s operations and cash flows. However, the Company cannot estimate the legal fees and expenses to be incurred in connection with these routine matters and, therefore, is unable to determine whether these future legal fees and expenses will have a material impact on the Company’s operations and cash flows. It is the Company’s policy to expense legal and other fees as incurred.

  

ITEM  4.  MINE SAFETY DISCLOSURES.

 

Not applicable.

  

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PART II

 

ITEM  5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information for Our Common Stock and Dividends

 

Our Common Stock trades under the symbol "COHN" on the NYSE American Stock Exchange. The closing price of our Common Stock was $9.30 on March 5, 2025. We had 2,054,674 shares of Common Stock outstanding held by 57 holders of record as of March 5, 2025.

 

Commencing on March 22, 2004, our Common Stock began trading on the NYSE under the symbol “SFO.” On October 6, 2006, upon completion of our merger with Alesco Financial Trust and our name change from Sunset Financial Resources, Inc. to Alesco Financial Inc., our NYSE symbol was changed to “AFN.”

 

On December 16, 2009, we effectuated a 1-for-10 reverse stock split.  Also, our name changed from Alesco Financial Inc. to Cohen & Company Inc., we moved our listing of Common Stock from the NYSE to the NYSE American Stock Exchange (formerly known as the NYSE MKT LLC) and our trading symbol was changed to “COHN.”

 

Effective January 21, 2011, we changed our name to Institutional Financial Markets, Inc. and our Common Stock began trading on the NYSE American Stock Exchange under the symbol “IFMI.”

 

On September 1, 2017, we effectuated a second 1-for-10 reverse stock split and changed our name to Cohen & Company Inc. Our trading symbol was changed to “COHN.”

 

During the third quarter of 2010, our board of directors initiated a dividend of $0.50 per quarter, which was paid regularly through December 31, 2011. Beginning in 2012, our board of directors declared a dividend of $0.20 per quarter, which was paid regularly through the first quarter of 2019.  Each time a cash dividend was declared by our board of directors, a pro rata distribution was made to the other members of the Operating LLC upon payment of dividends to our stockholders. On August 2, 2019, we announced that our board of directors decided to suspend our quarterly cash dividend.  

 

On July 29, 2021, our board of directors reinstated our quarterly dividend declaring a cash dividend of $0.25 per share.  We have paid a cash dividend of $0.25 regularly since then.  In addition to our routine quarterly distribution, on March 8, 2022, our board of directors declared a special dividend of $0.75 per share. Any future determination to declare and pay dividends will be made at the discretion of our board of directors, after taking into account a variety of factors, including business, financial, and regulatory considerations as well as any limitations under Maryland law or imposed by any agreements governing our indebtedness.  

  

Unregistered Sales of Equity Securities

 

None

 

Issuer Purchases of Equity Securities

 

Period

  

Total Number of Shares Purchased

    

Average Price Paid Per Share

    

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

    

Maximum Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (1)

  

October 1, 2024 - October 31, 2024

     -     $ -       -     $ -  

November 1, 2024 - November 30, 2024

     -     $ -       -     $ -  

December 1, 2024 - December 31, 2024

     -     $ -       -     $ -  

Total

     -               -          

 

 

 

  

Equity Compensation Plans

 

Information on certain of our equity compensation plans, for which shares of our common stock are authorized for issuance, is included in the section of our Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2025 Annual Meeting of Stockholders under the headings “Cash and Equity Plan Compensation” and “Equity Compensation Plan Information” is incorporated herein by reference.

 

 

ITEM 6.  [Reserved]

 

 

 

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On a regular basis, we evaluate these estimates, including fair value of financial instruments. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

All amounts in this disclosure are in thousands (except share, unit, per share, and per unit data) except where otherwise noted.

 

Overview

 

We are a financial services company specializing in an expanding range of capital markets and asset management services. We are organized into three business segments: Capital Markets, Asset Management, and Principal Investing.

 

  •

Capital Markets:  Our Capital Markets business segment consists primarily of fixed income sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services. Our fixed income sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers. We specialize in a variety of products, including but not limited to: corporate bonds, ABS, MBS, RMBS, CBOs, CMOs, municipal securities, TBAs and other forward agency MBS contracts, SBA loans, U.S. government bonds, U.S. government agency securities, brokered deposits and CDs for small banks, and hybrid capital of financial institutions including whole loans and other structured financial instruments. We carry out our capital markets activities primarily through our subsidiaries: JVB in the United States and CCFESA in Europe.  A division of JVB, Cohen & Company Capital Markets ("CCM") is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services.  Our Capital Markets business segment also includes unrealized and realized gains and losses on our other investments, at fair value and other investments sold, not yet purchased, at fair value that were acquired as part of our CCM business. 
  •

Asset Management: Our Asset Management business segment manages assets within CDOs, managed accounts, joint ventures, and investment funds (collectively, “Investment Vehicles”). A CDO is a form of secured borrowing. The borrowing is secured by different types of fixed income assets such as corporate or mortgage loans or bonds. The borrowing is in the form of a securitization, which means that the lenders are actually investing in notes backed by the assets. In the event of default, the lenders will have recourse only to the assets securing the loan. Our Asset Management business segment includes our fee-based asset management operations, which include on-going base and incentive management fees. As of December 31, 2024, we had approximately $2,325 in assets under management (“AUM”) of which 42% was in CDOs. A significant portion of our asset management revenue is earned from the management of CDOs.  We have not completed a new securitization since 2008.  As a result, our asset management revenue has declined from its historical highs as the assets of the CDOs decline due to maturities, repayments, auction call redemptions, liquidations, and defaults.  Our ability to complete securitizations in the future will depend upon, among other things, our asset origination capacity and success, our ability to arrange warehouse financing to originate assets, our willingness and capacity to fund required amounts to obtain warehouse financing and securitized financings, and the demand in the markets for such securitizations.  The remaining portion of our AUM is from a diversified mix of other Investment Vehicles that were more recently formed.  
  •

Principal Investing: Our Principal Investing business segment is comprised of investments that we hold related to our SPAC franchise and other investments we have made for the purpose of earning an investment return rather than investments to support our trading and CCM activities.  These investments are a component of our other investments, at fair value, other investments sold, not yet purchased, and investments in equity method affiliates in our consolidated balance sheet.  

 

We generate our revenue by business segment primarily through the following activities.

   

Capital Markets:

 

  •

Our trading activities, which include execution and brokerage services, riskless trading activities, as well as gains and losses (unrealized and realized) and income and expense earned on securities classified as trading;
 

•

Revenue earned on our gestation repo financing program; 
 

•

New issue and advisory revenue comprised of (a) origination fees for newly created financial instruments originated by us, (b) revenue from advisory services, (c) underwriting; and (d) revenue associated with originating, arranging, or placing newly created financial instruments; and
  • Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value and other investments sold, not yet purchased, which were acquired in connection with our CCM business.

 

Asset Management:

 

 

•

Asset management fees for our on-going asset management services provided to certain Investment Vehicles, which may include fees both senior and subordinate to the securities issued in the Investment Vehicle; and
 

• 

Incentive management fees earned based on the performance of Investment Vehicles.

 

Principal Investing:

 

 

•

Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value and other investments sold, not yet purchased, which were not acquired as part of our CCM business; and
  • Income and loss earned on equity method investments.

 

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Business Environment

 

Our business in general and our Capital Markets business segment in particular do not produce predictable earnings.  Our results can vary dramatically from year-to-year and quarter-to-quarter.  Our business is materially affected by economic conditions in the financial markets, political conditions, broad trends in business and finance, the housing and mortgage markets, changes in volume and price levels of securities transactions, and changes in interest rates, including overnight funding rates, all of which can affect our profitability and are unpredictable and beyond our control. These factors may affect the financial decisions made by investors and companies, including their level of participation in the financial markets and their willingness to participate in corporate transactions. Severe market fluctuations or weak economic conditions could reduce our trading volume and revenues, negatively affect our ability to generate new issue and advisory revenue, and adversely affect our profitability.

 

As a general rule, our trading business benefits from increased market volatility.  Increased volatility usually results in increased activity from our clients and counterparties.  However, periods of extreme volatility may at times result in clients reducing their trading volumes, which would negatively impact our results.  Also, periods of extreme volatility may result in large fluctuations in securities valuations and we may incur losses on our holdings.  Also, our mortgage group’s business benefits when mortgage volumes increase, and may suffer when mortgage volumes decrease.  Among other things, mortgage volumes are significantly impacted by changes in interest rates.   In addition, as a smaller firm, we are exposed to intense competition.  Although we provide financing to our customers, larger firms have a much greater capability to provide their clients with financing, giving them a competitive advantage.  We are much more reliant upon our employees’ relationships, networks, and abilities to identify and capitalize on market opportunities.  Therefore, our business may be significantly impacted by the addition or loss of key personnel. 

 

We try to address these challenges by (i) focusing our business on clients and asset classes that are underserved by the large firms, (ii) continuing to monitor our fixed costs to enhance operating leverage and limit our losses during periods of low volumes, and (iii) attempting to hire and retain entrepreneurial and effective traders, investment bankers, and salespeople. Our business environment is rapidly changing.  New risks and uncertainties emerge continuously and it is not possible for us to predict all the risks we will face.  This may negatively impact our operating performance. 

 

A portion of our revenue is generated from net trading activity. We engage in proprietary trading for our own account, provide securities financing for our customers, and execute “riskless” trades with a customer order in hand resulting in limited market risk to us. The inventory of securities held for our own account, as well as held to facilitate customer trades, and our market making activities are sensitive to market movements.

 

A portion of our revenue is generated from new issue and advisory engagements. The fees charged and volume of these engagements are sensitive to the overall business environment.  We provide origination services in Europe through our subsidiary CCFESA, and new issue and advisory services in the U.S. through our subsidiary JVB. A division of JVB, CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services. In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions.  In these cases, we record revenue equal to the fair value of the instruments received.  Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in our consolidated statement of operations.  Currently, our primary source of new issue and advisory revenue is from investment banking and advisory services through CCM, as well as originating assets for our U.S. and European insurance asset management business including our U.S. Insurance JV and for our CREO JV.  

 

A portion of our revenue is generated from management fees. Our ability to charge management fees and the amount of those fees is dependent upon the underlying investment performance and stability of the Investment Vehicles. If these types of investments do not provide attractive returns to investors, the demand for such instruments will likely fall, thereby reducing our opportunity to earn new management fees or maintain existing management fees. As of December 31, 2024, 42% of our existing AUM were in CDOs. The creation of CDOs has depended upon a vibrant securitization market. Since 2008, volumes within the securitization market have dropped significantly and have not fully recovered since that time. We have not completed a new securitization since 2008. The remaining portion of our AUM is from a diversified mix of other Investment Vehicles most of which were more recently formed. 

 

A significant portion of our asset management revenue is earned from the management of CDOs.  As a result, our asset management revenue has declined from its historical highs as the assets of the CDOs decline due to maturities, repayments, auction call redemptions, liquidations, and defaults.  Our ability to complete securitizations in the future will depend upon, among other things, our asset origination capacity and success, our ability to arrange warehouse financing to originate assets, our willingness and capacity to fund required amounts to obtain warehouse financing and securitized financings, and the demand in the markets for such securitizations.

 

A portion of our revenues is generated from our principal investing activities. Therefore, our revenues are impacted by the overall market supply and demand of these investments as well as the individual performance of each investment. Our principal investments are included within other investments, at fair value; other investments sold, not yet purchased; and investments in equity method affiliates in our consolidated balance sheets.  More recently, a significant component of our principal investment revenue has come from SPAC related equity investments, primarily in entities that have been the result of sponsored SPAC business combinations, share forward arrangements ("SFAs"), CCM engagements, or related party sponsored SPAC business combinations.  Access to these investments is reliant on a robust SPAC market.  Performance of the resulting principal investments can be materially impacted by overall performance of the equity markets.  See note 8 to our consolidated financial statements included in this Annual Report on Form 10-K. 

 

The SPAC Market

 

In 2018, we began sponsoring a series of SPACs.  Each sponsored SPAC either completed or was seeking to complete a business combination with a company involved in the insurance market.  In addition, we invest in other SPACs at various stages of their business life cycle.  Beginning in 2019, these SPAC activities have become a significant portion of our Principal Investing business segment. In August 2018, we invested in and became the general partner of a newly formed investment fund (the “SPAC Fund”), which was created for the purpose of investing in the equity interests of SPACs and SPAC sponsor entities including SPACs sponsored by us, our affiliates, and third parties.  Effective April 1, 2023, all of the investors in the SPAC Fund, other than the Vellar GP, redeemed all of their interests in the SPAC Fund.  See recent events below for additional information regarding the consolidation of the SPAC Fund.  

 

As a complement to the SPAC Fund, we established and became manager of two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issue a separate series of interest for each investment portfolio, which typically consist of investments in the sponsor entities of individual SPACs.  Generally, when a SPAC acquires or merges with a privately held target company, the target company winds up owning a majority of the resulting outstanding equity of the SPAC so the transaction is accounted for as a reverse merger.  Private companies utilize reverse mergers with SPACs as a method of going public as an alternative to a traditional IPO.  All of our business activity related to SPACs is highly sensitive to the volume of activity in the SPAC market.  Volumes could be negatively impacted if target companies no longer see SPACs as an attractive alternative thereby reducing the number of suitable potential business combination targets.  Also, investor demand for SPACs would be negatively impacted if the stock of SPACs that successfully complete a business combination underperform the market.  If volumes of SPAC activity decline, our results of operations will likely be significantly negatively impacted.  

 

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Equity prices of SPACs and post-business combination SPACs declined significantly during 2023 and 2024. We are exposed to public equity prices of SPACs and post-business combination SPACs both through our other investments, at fair value and investments in equity method affiliates as well as our other investments sold, not yet purchased. As a result, we recorded significant principal transaction losses and equity method losses during the years ended December 31, 2023 and 2024 in certain SPAC related investments. Continued declines in the equity prices of these companies will result in further losses for us.

 

Margin Pressures in Fixed Income Brokerage Business

 

Performance in the financial services industry in which we operate is highly correlated to the overall strength of the economy and financial market activity. Overall market conditions are a product of many factors beyond our control and can be unpredictable. These factors may affect the financial decisions made by investors, including their level of participation in the financial markets. In turn, these decisions may affect our business results. With respect to financial market activity, our profitability is sensitive to a variety of factors including the volatility of the equity and fixed income markets, the level and shape of the various yield curves, and the volume and value of trading in securities.

 

Margins and volumes in certain products and markets within the fixed income brokerage business continue to decrease materially as competition has increased and general market activity has declined. Further, we continue to expect that competition will increase over time, resulting in continued margin pressure. 

 

Our response to this margin compression has included: (i) building a diversified fixed income trading platform; (ii) acquiring or building out new product lines and expanding existing product lines; (iii) building a hedging execution and funding operation to service mortgage originators; (iv) building out CCM, and (v) monitoring our fixed costs. Our cost management initiatives are ongoing. However, there can be no certainty that these efforts will be sufficient. If insufficient, we will likely see a decline in profitability.

 

U.S.  Housing Market

 

In recent years, our mortgage group has grown in significance to our Capital Markets segment and our company overall.  The mortgage group primarily earns revenue by providing hedging execution, securities financing, and trade execution services to mortgage originators and other investors in mortgage-backed securities.  Therefore, this group’s revenue is highly dependent on the volume of mortgage originations in the U.S.  Origination activity is highly sensitive to interest rates, the U.S. job market, housing starts, sale activity of existing housing stock, as well as the general health of the U.S. economy.  In addition, any new regulation that impacts U.S. government agency mortgage-backed security issuance activity, residential mortgage underwriting standards, or otherwise impacts mortgage originators will impact our business.  We have no control over these external factors and there is no effective way for us to hedge against these risks.  Our mortgage group’s volumes and profitability will be highly impacted by these external factors. 

 

Rising Interest Rates and Inflation
 
During 2022 and 2023, the U.S. Federal Reserve began a process of raising the federal funds rate and quantitative tightening to address rising inflation.  Recently, the U.S. Federal Reserve reduced interest rates for the first time in several years.  It is unclear as to whether or how quickly interest rates will continue to decline, if at all.  For most of the periods presented herein, rates were rising or elevated versus historical lows, which negatively impacted our business in the following ways:

 

1. Rising rates reduced the fair value of the fixed income securities we hold on our balance sheet.
2. Rising rates created instability in the equity markets, which has reduced equity financing and business combination volumes and negatively impacted CCM.
3. Rising rates reduced the volumes of new issue fixed income instruments, which has negatively impacted our CREO JV.
4. Rising rates significantly reduced mortgage activity. Our mortgage group's profitability is mainly impacted by the volume of mortgage activity in the U.S. (both mortgages for new home purchases as well as refinancing). Furthermore, our mortgage group engages in repo lending to mortgage originators. Reduced mortgage volumes impose financial pressures on mortgage originators and may increase the risk that originators default on their repo obligations to us. See note 11 to our consolidated financial statements included in Item 1 of this Annual Report on Form 10-K.
5. Rising rates may ultimately push the U.S. into recession, which may further reduce overall transaction volumes in the financial markets negatively impacting our business generally.

 

 

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Recent Events and Transactions

 

Redemption of Redeemable Financial Instrument and Issuance of the 2024 Note

 

Effective September 1, 2024, we entered into the Redemption Agreement, which terminated the JKD Investment Agreement in its entirety.  As of September 1, 2024, the investment balance under the JKD Investment Agreement was $7,719. Pursuant to the Redemption Agreement, we (i) paid $2,573 of the investment balance in cash, and (ii) issued a senior promissory note (the “2024 Note”) in the aggregate principal amount of $5,146, representing the remaining balance payable under the JKD Investment Agreement. The 2024 Note bears interest at 12% and its principal is to be repaid as follows: (i) $2,573 of the principal amount will be due and payable on August 31, 2025, and (ii) $2,573 will be due and payable on August 31, 2026. The 2024 Note may not be prepaid in whole or in part prior to January 31, 2025. The 2024 Note may, with at least 31 days’ prior written notice to the holder of the 2024 Note, be prepaid in whole or in part at any time following January 31, 2025, without penalty or premium. See notes 4 and 19 to our consolidated financial statements included in this Annual Report on Form 10-K for additional information relating to the Redemption Agreement and 2024 Note.  

 

Sale of Membership Interests in Vellar GP

 

On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement with Jason Capone and Solomon Cohen, who is the son of our Executive Chairman, Daniel G. Cohen (the “Vellar Purchase Agreement”); and (ii) a Transition Services Agreement (the “Vellar Transition Services Agreement” and, together with the Vellar Purchase Agreement, the “Vellar Agreements”) with Vellar GP.

 

Prior to entering into the Vellar Agreements, the Operating LLC was the managing member and owner of 33.4% of Vellar GP. 

 

Pursuant to the Vellar Purchase Agreement, the Operating LLC sold all of its 33.4% interest in Vellar GP for an aggregate of $10.  As of February 25, 2025 and as a result of the consummation of the transactions contemplated by the Vellar Purchase Agreement, the Company no longer had any investment in Vellar GP. Pursuant to the Vellar Purchase Agreement, the Operating LLC resigned as the managing member of Vellar GP, effective February 25, 2025.  In the first quarter of 2025, we expect to record a net loss of $404 related to Vellar GP which includes both the loss on sale and results of operations for the 2025 period prior to the sale.  

 

Pursuant to the Vellar Transition Services Agreement, in exchange for The Operating LLC’s agreement to provide certain transitional services to Vellar GP, Vellar GP agreed to pay to The Operating LLC certain defined net revenue share amounts up to an aggregate of $4,234; and (ii) agreed to decrease the amount which The Operating LLC had previously agreed to pay to Vellar GP in connection with the funding of certain Vellar GP litigation expenses from $2,121 to $1,084.

 

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Consolidated Results of Operations

 

The following section provides a comparative discussion of our consolidated results of operations for the specified periods. The period-to-period comparisons of financial results are not necessarily indicative of future results.

 

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

 

The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2024 and 2023.

 

  

COHEN & COMPANY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands)

 

   

Year Ended December 31,

    

Favorable / (Unfavorable)

  
   

2024

    

2023

    

$ Change

    

% Change

  

Revenues

                                

Net trading

   $ 36,409     $ 30,926     $ 5,483       18 %

Asset management

     9,009       7,337       1,672       23 %

New issue and advisory

     63,422       28,264       35,158       124 %

Principal transactions and other income

     (29,242 )     16,454       (45,696 )     (278 )%

Total revenues

     79,598       82,981       (3,383 )     (4 )%
                                 

Operating expenses

                                

Compensation and benefits

     56,388       52,092       (4,296 )     (8 )%

Business development, occupancy, equipment

     6,617       5,204       (1,413 )     (27 )%

Subscriptions, clearing, and execution

     9,639       8,965       (674 )     (8 )%

Professional fee and other operating

     14,421       9,296       (5,125 )     (55 )%

Depreciation and amortization

     556       563       7       1 %

Total operating expenses

     87,621       76,120       (11,501 )     (15 )%
                                 

Operating income / (loss)

     (8,023 )     6,861       (14,884 )     (217 )%
                                 

Non-operating income / (expense)

                                
                                 

Interest expense, net

     (5,821 )     (6,526 )     705       11 %

Income / (loss) from equity method affiliates

     21,704       15,609       6,095       39 %

Income / (loss) before income taxes

     7,860       15,944       (8,084 )     (51 )%

Income tax expense / (benefit)

     (329 )     5,545       5,874       106 %

Net income / (loss)

     8,189       10,399       (2,210 )     (21 )%

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

     8,675       19,590       10,915       56 %

Enterprise net income (loss)

     (486 )     (9,191 )     8,705       95 %

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

     (357 )     (4,078 )     (3,721 )     (91 )%

Net income / (loss) attributable to Cohen & Company Inc.

   $ (129 )   $ (5,113 )   $ 4,984       97 %

 

Revenues

 

Revenues decreased by $3,383, or 4%, to $79,598 for the year ended December 31, 2024, as compared to $82,981 for the year ended December 31, 2023. As discussed in more detail below, the change was comprised of (i) an increase of $5,483 in net trading revenue; (ii) an increase of $1,672 in asset management revenue; (iii) an increase of $35,158 in new issue and advisory revenue; and (iv) a decrease of $45,696 in principal transactions and other income.

   

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Net Trading

 

Net trading revenue increased by $5,483, or 18%, to $36,409 for the year ended December 31, 2024, as compared to $30,926 for the year ended December 31, 2023.  The following table shows the detail by trading group.



 

NET TRADING

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

Change

  

Mortgage

   $ 5,207     $ (1,523 )   $ 6,730  

Matched book repo

     15,152       16,315       (1,163 )

High yield corporate

     3,318       4,768       (1,450 )

Investment grade corporate

     (56 )     (420 )     364  

Wholesale and other

     12,788       11,786       1,002  

Total

   $ 36,409     $ 30,926     $ 5,483  

 

Our net trading revenue includes unrealized gains on our trading investments, as of the applicable measurement date, which may never be realized due to changes in market or other conditions not in our control.  This may adversely affect the ultimate value realized from these investments. In addition, our net trading revenue also includes realized gains on certain proprietary trading positions. Our ability to derive trading gains from such trading positions is subject to overall market conditions. Due to the volatility and uncertainty in the capital markets generally, the net trading revenue recognized during the year may not be indicative of future results. Furthermore, from time to time, some of the assets included in the investments-trading line of our consolidated balance sheets represent level 3 valuations within the FASB valuation hierarchy. Level 3 assets are carried at fair value based on estimates derived using internal valuation models and other estimates. See notes 9 and 10 to our consolidated financial statements included in this Annual Report on Form 10-K. The fair value estimates made by us may not be indicative of the final sale price at which these assets may be sold.  We consider our matched book repo business to be subject to significant concentration risk.  See note 11 to our consolidated financial statements included in this Annual Report on Form 10-K.  All net trading revenue is included in our Capital Markets segment.  See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

Asset Management

 

Assets Under Management  

 

Our AUM equals the sum of the NAV or gross assets of the Investment Vehicles we manage based on whichever measurement serves as the basis for the calculation of our management fees. Our calculation of AUM may differ from the calculations used by other asset managers and, as a result, this measure may not be comparable to similar measures presented by other asset managers. This definition of AUM is not necessarily identical to the definitions of AUM that may be used in our management agreements.



 

ASSETS UNDER MANAGEMENT

(Dollars in Thousands)

 

   

As of December 31,

  
   

2024

    

2023

    

2022

  

Company-sponsored CDOs

   $ 965,887     $ 995,191     $ 1,053,430  

Other Investment Vehicles (1)

     1,359,310       1,362,484       1,061,250  

Assets under management (2)

   $ 2,325,197     $ 2,357,675     $ 2,114,680  

 

(1)

Other Investment Vehicles include any Investment Vehicle that is not a Company-sponsored CDO.

(2)

The accounts we manage may employ leverage.  In some cases, our fees are based on gross assets and in other cases on net assets.  Finally, in the case of the SPAC Series Funds, there are no management fees earned.  AUM included herein is calculated using either gross or net assets of each managed account or CDO based on whichever serves as the basis for our management fees. In the case where no management fees are earned, the net assets are included.  

 

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Asset management fees increased by $1,672, or 23%, to $9,009 for the year ended December 31, 2024, as compared to $7,337 for the year ended December 31, 2023, as discussed in more detail below.

 

ASSET MANAGEMENT

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

Change

  

CDOs

   $ 1,566     $ 1,638     $ (72 )

Other

     7,443       5,699       1,744  

Total

   $ 9,009     $ 7,337     $ 1,672  

 

Asset management fees from CDOs remained relatively unchanged. Asset management fees from other increased primarily due to the recognition in 2024 of deferred performance fees related to certain PriDe Funds and the portfolio servicing fee on the notional amount of loans owned by the CREO JV. 

 

All asset management revenue is included in our asset management segment.  See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

New Issue and Advisory Revenue

 

New issue and advisory revenue increased by $35,158, or 124%, to $63,422 for the year ended December 31, 2024, as compared to $28,264 for the year ended December 31, 2023.

 

 

   

Year Ended December 31,

  
   

2024

    

2023

    

Change

  

CCM

   $ 61,567     $ 26,174     $ 35,393  

Commercial Real Estate Originations

     484       47       437  

U.S. Insurance Originations

     -       800       (800 )

European Insurance Originations

     1,371       1,243       128  

Total

   $ 63,422     $ 28,264     $ 35,158  

   

Our revenue earned from new issue and advisory has been, and we expect will continue to be, volatile. We earn revenue from a limited number of engagements. Therefore, a small change in the number of engagements can result in large fluctuations in the revenue recognized. Further, even if the number of engagements remains consistent, the average revenue per engagement can fluctuate considerably. Finally, our revenue is generally earned when an underlying transaction closes (rather than on a monthly or quarterly basis). Therefore, the timing of underlying transactions increases the volatility of our revenue recognition.   In addition, we often incur certain costs related to new issue engagements.  These costs are included as a component of either subscriptions, clearing and execution, or professional fees and other. All new issue revenue is included in our Capital Markets segment.  See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services.  In addition, we generate new issue revenue by originating new assets for the U.S. Insurance JV, CREO JV, and our PriDe Funds in Europe.

 

In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions.  In these cases, we record advisory revenue equal to the fair value of the instruments received.  Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in our consolidated statement of operations.  Further, the financial instruments we receive in these cases are often either (i) common stock investments that are restricted for resale for some period of time; (ii) convertible or non-convertible notes receivable that are not publicly traded; (iii) equity investments in special purpose entities that are not publicly traded; or (iv) unrestricted common stock investments in public companies with low trading volumes.  As a result, it may take us a significant period of time to liquidate these financial instruments. We may suffer significant principal transactions loss prior to final liquidation of these financial instruments.  See Principal Transactions and Other Income below.   

 

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Principal Transactions and Other Income

 

Principal transactions and other income decreased by $45,696 to ($29,242) for the year ended December 31, 2024, as compared to $16,454 for the year ended December 31, 2023.

 

PRINCIPAL TRANSACTIONS & OTHER INCOME

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

Change

  

Interests in public companies:

                        

Abpro Corporation (NASDQ: ABP)

   $ (640 )   $ -     $ (640 )

Next.e.GO N.V. (OTC: EGOXF)

     (7,440 )     (665 )     (6,775 )

Baird Medical Investment Holdings Limited (NASDQ: BDMD)

     (1,727 )     -       (1,727 )

Brand Engagement Network, Inc. (NASDAQ: BNAI)

     (290 )     -       (290 )

Captivision Inc. (NASDAQ: CAPT)

     (591 )     376       (967 )

CERo Therapeutics Holdings, Inc. (NASDAQ: CERO)

     (966 )     -       (966 )

Crown LNG Holdings Limited (NASDAQ: CGBS)

     414       -       414  

DevvStream Corp. (NASDAQ: DEVS)

     1,881       -       1,881  

GCT Semiconductor Holding, Inc. (NYSE: GCTS)

     (425 )     -       (425 )

Nuburu, Inc. (NYSE American: BURU)

     (7 )     (485 )     478  

Veea Inc. (NASDAQ: VEEA)

     (2,398 )     -       (2,398 )

Psyence Biomedical Ltd. (NASDAQ: PBM)

     (368 )     -       (368 )

Rezolve AI Limited (NASDAQ: RZLV)

     515       -       515  

Rubicon Technologies (OTC: RBTC)

     -       (2,897 )     2,897  

Semilux International Ltd. (NASDAQ: SELX)

     (2,406 )     -       (2,406 )

Stardust Power Inc. (NASDAQ: SDST)

     (1,500 )     -       (1,500 )

Tevogen Bio Holdings, Inc. (NASDAQ: TVGN)

     (2,842 )     -       (2,842 )

Zapata Computing Holdings Inc. (NASDAQ: ZPTA)

     (1,124 )     -       (1,124 )

Zoomcar Holdings, Inc. (NASDAQ: ZCAR)

     (2,285 )     39       (2,324 )

Other

     (445 )     (680 )     235  

Capital markets principal transactions

     (22,644 )     (4,312 )     (18,332 )
                      -  

Interests in public companies:

                        

Brand Engagement Network, Inc. (NASDAQ: BNAI)

     (773 )     -       (773 )

Critical Metals Corp. (NASDAQ: CRML)

     (1,392 )     -       (1,392 )

Heliogen, Inc. (OTC: HLGN)

     (3 )     (324 )     321  

Holdco Nuvo Group DG Ltd. (OTC: NUVOQ)

     (2,198 )     -       (2,198 )

Payoneer Global Inc. (NASDAQ: PAYO)

     1,406       (95 )     1,501  

Rezolve AI Limited (NASDAQ: RZLV)

     (1,386 )     -       (1,386 )

Syntec Optics Holdings, Inc. (NASDAQ: OPTX)

     (863 )     (1,141 )     278  

Tevogen Bio Holdings, Inc. (NASDAQ: TVGN)

     (401 )     -       (401 )

Zoomcar Holdings, Inc. (NASDAQ: ZCAR)

     (7,097 )     (6 )     (7,091 )

CREO JV

     617       901       (284 )

U.S. Insurance JV

     (17 )     463       (480 )

Stoa USA Inc./FlipOs

     -       (6,847 )     6,847  

SFAs

     1,476       25,395       (23,919 )

Bridge loan

     -       1,050       (1,050 )

Other

     391       (135 )     526  

Investing principal transactions

     (10,240 )     19,261       (29,501 )
                         

Total principal transactions

     (32,884 )     14,949       (47,833 )
                         

IIFC revenue share

     2,557       1,105       1,452  

All other income

     1,085       400       685  

Other income

     3,642       1,505       2,137  
                         

Total principal transactions and other income

   $ (29,242 )   $ 16,454     $ (45,696 )

 

 

 

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Principal Transactions 

 

In the table above, our principal transactions are broken out into two groups:

 

1.  Capital Markets Principal Transactions: In some cases, CCM acquires financial instruments or receives financial instruments in lieu of cash for its advisory transactions. We carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement.  Gains and losses on these instruments are included in our Capital Markets segment as these instruments were acquired as part of CCM's activities.  See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

2.  Principal Investing Principal Transactions: In other cases, we will acquire a financial instrument for the purposes of earning an investment return.  We also carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement.  However, gains and losses on these instruments are included in our Principal Investing segment as these investments were acquired to earn a return.  Note that a particular instrument may be included in both categories if it was acquired as part of CCM's activities and separately acquired to earn an investment return.  

 

Interests in Public Companies

 

These investments represent our direct and indirect investments in certain public companies. These investments may be in the form of unrestricted common stock, restricted common stock, equity derivatives, convertible notes and non-convertible notes receivable, as well as equity interest in SPVs that have investments in these public companies. The name and stock symbol of each public company in which we have a direct or indirect investment is listed in the table above.  The amounts shown represent the change in the fair value of our investment during each time period noted in the table.  Many of the interests in the public companies listed above were acquired as non-cash compensation related to new issue and advisory engagements.  When we received these investments, we recorded new issue and advisory revenue for the fair value of those instruments at that time.  

 

Other Principal Investments

 

The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. We carry our investment in the CREO JV at its reported NAV.

 

The U.S. Insurance JV invests in insurance company debt.  We carry our investment in the U.S. Insurance JV at its reported NAV.  

 

Stoa USA Inc. / FlipOS was a private company in which we owned common equity.  During 2023, Stoa USA Inc. / FlipOS announced it had ceased operations. We wrote off our investment in 2023. We have no remaining investment in Stoa USA Inc. / FlipOS.  

 

We have engaged in several SFA transactions. In a typical SFA transaction, we acquire an interest in a publicly traded company and enter into an offsetting derivative with the same company.  Both the interest in the public company and the offsetting derivative are carried at fair value.  The amount shown in the table above represents the net change in fair value recorded during the periods presented.  The interests we hold in SFA Counterparties are included as a component of other investments, at fair value.  The derivatives are included as a component of other investments sold, not yet purchased, at fair value.  See note 8 to our consolidated financial statements included in this Annual Report on Form 10-K for more information regarding our SFAs. 

 

The bridge loan exit fee was earned on a bridge loan made to an early stage growth company. 

 

Other principal investments consist of realized and unrealized gains and losses from other investments reported at fair value. 

 

Other Income

 

Other income is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC.  The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments.  To date, we have earned $8,175. Other income is recorded in all three of our segments.  See note 29 to our consolidated financial statements included in our Annual Report on Form 10-K.  

 

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Table of Contents

 

Operating Expenses

 

Operating expenses increased by $11,501, or 15%, to $87,621 for the year ended December 31, 2024, as compared to $76,120 for the year ended December 31, 2023. As discussed in more detail below, the change was comprised of (i) an increase of $4,296 in compensation and benefits; (ii) an increase of $1,413 in business development, occupancy, and equipment; (iii) an increase of $674 in subscriptions, clearing, and execution; (iv) an increase of $5,125 in professional fee and other operating; and (v) a decrease of $7 in depreciation and amortization.

 

Compensation and Benefits

 

Compensation and benefits increased by $4,296, or 8%, to $56,388 for the year ended December 31, 2024, as compared to $52,092 for the year ended December 31, 2023.

 

  

COMPENSATION AND BENEFITS

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

Change

  

Cash compensation and benefits

   $ 51,720     $ 47,701     $ 4,019  

Equity-based compensation

     4,668       4,391       277  

Total

   $ 56,388     $ 52,092     $ 4,296  

 

Cash compensation and benefits in the table above is primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits.  Cash compensation and benefits increased by $4,019 to $51,720 for the year ended December 31, 2024, as compared to $47,701 for the year ended December 31, 2023.  Our headcount decreased to 113 as of December 31, 2024 from 118 as of December 31, 2023.  Cash compensation increased primarily due to an increase in incentive compensation related to the increase in new issue and advisory revenue and income from equity method affiliates, as well as the year over year overall improvement in operating performance. 

 

Equity-based compensation increased due to a higher number of restricted shares granted in 2024 as compared to 2023.  

 

Business Development, Occupancy, and Equipment

 

Business development, occupancy, and equipment increased by $1,413, or 27%, to $6,617 for the year ended December 31, 2024, as compared to $5,204 for the year ended December 31, 2023. This increase was comprised of an increase in business development of $867 and an increase in other occupancy of $546.  

  

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Subscriptions, Clearing, and Execution 

 

Subscriptions, clearing, and execution increased by $674, or 8%, to $9,639 for the year ended December 31, 2024, as compared to $8,965 for the year ended December 31, 2023.  The increase was comprised of an increase in subscriptions and dues of $660 and an increase in clearing and execution of $14.  

 

Professional Fee and Other Operating Expenses

 

Professional fee and other operating expenses increased by $5,125, or 55%, to $14,421 for the year ended December 31, 2024, as compared to $9,296 for the year ended December 31, 2023.  The increase was comprised of an increase in professional fees of $1,913 and an increase in other operating expenses of $3,212.  A large portion of the increase in other operating expense was the result of bad debt expense of $2,556 recorded during 2024 related to CCM accounts receivable.  

 

Depreciation and Amortization

 

Depreciation and amortization decreased by $7, or 1%, to $556 for the year ended December 31, 2024, as compared to $563 for the year ended December 31, 2023.

 

Non-Operating Income and Expense

 

Interest Expense, net

 

Interest expense, net decreased by $705 to $5,821 for the year ended December 31, 2024, as compared to $6,526 for the year ended December 31, 2023.

 

 

 

INTEREST EXPENSE

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

Change

  

Junior subordinated notes

   $ 4,695     $ 5,247     $ (552 )

2020/2024 Notes

     740       450       290  

Byline Bank

     76       338       (262 )

Redeemable Financial Instrument - JKD Capital Partners I LTD

     310       491       (181 )
    $ 5,821     $ 6,526     $ (705 )

 

 See notes 19 and 20 to our consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding our redeemable financial instruments and debt.

 

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Income / (Loss) from Equity Method Affiliates 

 

Income / (loss) from equity method affiliates increased by $6,095 to $21,704 for the year ended December 31, 2024, as compared to $15,609 for the year ended December 31, 2023.  See note 12 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

   

Year Ended December 31,

  
   

2024

    

2023

    

Change

  

SPAC Sponsor Entities

   $ 22,463     $ 15,275     $ 7,188  

Dutch Real Estate Entities

     (759 )     334       (1,093 )
    $ 21,704     $ 15,609     $ 6,095  

 

SPAC sponsor entities includes both indirect and direct investments in SPAC sponsor entities. Several of these SPAC sponsor entities are invested in SPACs that have completed their business combinations.  Those SPAC sponsor entities hold restricted and unrestricted equity interests in the public post-merger entities.  We account for our investments in SPAC sponsor entities under the equity method of accounting.  If the SPAC sponsor entity distributes SPAC shares to us, we account for those SPAC shares as a component of other investments, at fair value.  The following table shows the equity method income or loss included in other SPAC sponsor entities above broken out by the ultimate public company investee.  For several of the investments described below, we also had an investment in the same company accounted for at fair value as a component of other investments, at fair value during the periods presented.  See discussion of principal transactions above.

 

   

Year Ended December 31,

  
   

2024

    

2023

    

Change

  

Rezolve AI Limited (NASDAQ: RZLV)

   $ 3,468     $ (83 )   $ 3,551  

Critical Metals Corp. (NASDAQ: CRML)

     4,785       (72 )     4,857  

Zoomcar Holdings, Inc. (NASDAQ: ZCAR)

     (2,516 )     10,013       (12,529 )

Syntec Optics Holdings, Inc. (NASDAQ: OPTX)

     (14 )     4,304       (4,318 )

Next.e.GO N.V. (OTC: EGOXF)

     (279 )     212       (491 )

African Agriculture Holdings Inc. (NASDQ: AAGR)

     (2,362 )     2,358       (4,720 )

Brand Engagement Network, Inc. (NASDAQ: BNAI)

     2,059       (2 )     2,061  

Tevogen Bio Holdings, Inc. (NASDAQ: TVGN)

     786       (3 )     789  

Murano Global Investments Plc (NASDAQ: MRNO)

     15,914       (11 )     15,925  

Holdco Nuvo Group DG Ltd. (OTC: NUVOQ)

     2,198       (8 )     2,206  

Other

     (1,576 )     (1,433 )     (143 )
    $ 22,463     $ 15,275     $ 7,188  

 

See note 12 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

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Income Tax Expense / (Benefit) 

 

Income tax expense / (benefit) was ($329) for the year ended December 31, 2024, as compared to $5,545 for the year ended December 31, 2023.  See note 23 to our consolidated financial statements included in our Annual Report on Form 10-K.

 

The tax benefit recognized in 2024 was comprised of a deferred tax benefit of $677 and current tax expense of $348.  The current tax expense incurred was the result of foreign, state, and local income tax.  The deferred tax benefit was due to routine timing differences between recognition of income and expense items for GAAP and tax purposes.  

 

The tax expense recognized in 2023 was comprised of a deferred tax expense of $5,354 and current tax expense of $191.  The current tax expense incurred was the result of foreign, state, and local income tax.  The deferred tax expense was U.S. federal, state, and local tax expense, which was the result of the increase in the valuation allowance applied against the Company's carryforward tax assets.  

 

We have significant carryforward tax assets.  As of December 31, 2024, the Company had a federal net operating loss (“NOL”) of approximately $92,543, which will be available to offset future taxable income, subject to limitations described below. If not used, this NOL will begin to expire in 2028. The Company also had net capital losses (“NCLs”) in excess of capital gains of $57,239 as of December 31, 2024, which can be carried forward to offset future capital gains.  If not used, this carryforward will begin to expire in 2025.  ASC 746 requires that we record a valuation allowance against these assets so that the net asset recognized is, in management's judgment, more likely than not to be realized.  

 

Each reporting period, management determines the expected amount of taxable income it will generate in each jurisdiction where the Company has NOLs.  Management then schedules this income against each carryforward asset and determines what portion of the asset it believes is more likely than not to be realized.  This determination is subjective and subject to many assumptions and factors including:  profitability of our business in the future, the timing of that future income as compared to carryforward asset expiration, the character of future income (ordinary or capital), and the jurisdiction in which the income will be generated.  To the extent management's determination changes, an adjustment will be made to the valuation allowance resulting in deferred tax expense or benefit.  We recorded deferred tax expense in 2023 because expectations of future income decreased and the Company increased the valuation allowance it had applied against carryforward assets.  Due to the magnitude of the Company's carryforward assets as well as the volatility of the Company's operating results, significant adjustments to the valuation allowance are likely going forward.  These future adjustments may likewise result in material amounts of deferred tax benefit or expense going forward.  

 

Net Income/ (Loss) Attributable to the Non-Convertible Non-Controlling Interest

 

Net income / (loss) attributable to the non-convertible non-controlling interest for the years ended December 31, 2024 and 2023 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us for the relevant periods.  These interests are not convertible into Common Stock.  

 

   

Year Ended December 31,

  
   

2024

    

2023

    

Change

  

Vellar GP

   $ 634     $ 14,755     $ (14,121 )

Other SPAC related

     8,041       4,835       3,206  
    $ 8,675     $ 19,590     $ (10,915 )

 

Prior to March 31, 2023, the Vellar GP was the general partner of the SPAC Fund but did not consolidate it.  Effective April 1, 2023, the Vellar GP began consolidating the SPAC Fund. The Vellar GP primarily invests in share forward arrangements.  On February 25, 2025, the Operating LLC sold its 33.4% interest in the Vellar GP pursuant to the Vellar Purchase Agreement and will no longer consolidate Vellar GP.  See notes 4, 10, and 21 to our consolidated financials included in this Annual Report on Form 10-K.  Other SPAC related is mainly comprised of an entity that we consolidated but do not wholly own that invests in other SPAC sponsor entities.  

 

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Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest

 

Net income / (loss) attributable to the convertible non-controlling interest for the years ended December 31, 2024 and 2023 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us for the relevant periods. 

 

SUMMARY CALCULATION OF CONVERTIBLE NON-CONTROLLING INTEREST

For the Year Ended December 31, 2024

 

   

Wholly Owned Subsidiaries

    

Other Consolidated Subsidiaries

    

Total Operating LLC Consolidated

    

Cohen & Company Inc.

    

Consolidated

  

Net income / (loss) before tax

   $ (5,805 )   $ 13,665     $ 7,860             $ 7,860  

Income tax expense / (benefit)

     (316 )             (316 )     (13 )     (329 )

Net income / (loss) after tax

     (5,489 )     13,665       8,176       13       8,189  

Other consolidated subsidiary non-controlling interest

             8,675       8,675                  

Net income / (loss) attributable to the Operating LLC

     (5,489 )     4,990       (499 )                

Average effective Operating LLC non-controlling interest % (1)

                     71.54 %                

Operating LLC non-controlling interest

                   $ (357 )                



                                        

Summary

                                        

Other consolidated subsidiary non-controlling interest

                   $ 8,675                  

Operating LLC non-controlling interest

                     (357 )                
                    $ 8,318                  

 

 

SUMMARY CALCULATION OF CONVERTIBLE NON-CONTROLLING INTEREST

For the Year Ended December 31, 2023

 

   

Wholly Owned Subsidiaries

    

Other Consolidated Subsidiaries

    

Total Operating LLC Consolidated

    

Cohen & Company Inc.

    

Consolidated

  

Net income / (loss) before tax

   $ (23,091 )   $ 39,035     $ 15,944     $ -     $ 15,944  

Income tax expense / (benefit)

     1,972       -       1,972       3,573       5,545  

Net income / (loss) after tax

     (25,063 )     39,035       13,972       (3,573 )     10,399  

Other consolidated subsidiary non-controlling interest

             19,590       19,590                  

Net income / (loss) attributable to the Operating LLC

     (25,063 )     19,445       (5,618 )                

Average effective Operating LLC non-controlling interest % (1)

                     72.59 %                

Operating LLC non-controlling interest

                   $ (4,078 )                



                                        

Summary

                                        

Other consolidated subsidiary non-controlling interest

                   $ 19,590                  

Operating LLC non-controlling interest

                     (4,078 )                
                    $ 15,512                  

  

(1)

Non-controlling interest is recorded on a quarterly basis. Because earnings are recognized unevenly throughout the year and the non-controlling interest percentage may change during the period, the average effective non-controlling interest percentage may not equal the percentage at the end of any period or the simple average of the beginning and ending percentages.  

   

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Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

 

The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2023 and 2022.

 

  

 

COHEN & COMPANY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands)

 

   

Year Ended December 31,

    

Favorable / (Unfavorable)

  
   

2023

    

2022

    

$ Change

    

% Change

  

Revenues

                                

Net trading

   $ 30,926     $ 40,009     $ (9,083 )     (23 )%

Asset management

     7,337       9,004       (1,667 )     (19 )%

New issue and advisory

     28,264       24,721       3,543       14 %

Principal transactions and other income

     16,454       (29,347 )     45,801       (156 )%

Total revenues

     82,981       44,387       38,594       87 %
                                 

Operating expenses

                                

Compensation and benefits

     52,092       50,290       (1,802 )     (4 )%

Business development, occupancy, equipment

     5,204       5,076       (128 )     (3 )%

Subscriptions, clearing, and execution

     8,965       8,274       (691 )     (8 )%

Professional fee and other operating

     9,296       8,153       (1,143 )     (14 )%

Depreciation and amortization

     563       557       (6 )     (1 )%

Total operating expenses

     76,120       72,350       (3,770 )     (5 )%
                                 

Operating income / (loss)

     6,861       (27,963 )     34,824       (125 )%
                                 

Non-operating income / (expense)

                                
                                 

Interest expense, net

     (6,526 )     (4,982 )     (1,544 )     (31 )%

Income / (loss) from equity method affiliates

     15,609       (20,931 )     36,540       175 %

Income / (loss) before income taxes

     15,944       (53,876 )     69,820       130 %

Income tax expense / (benefit)

     5,545       4,794       (751 )     (16 )%

Net income / (loss)

     10,399       (58,670 )     69,069       118 %

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

     19,590       (23,203 )     (42,793 )     (184 )%

Enterprise net income (loss)

     (9,191 )     (35,467 )     26,276       74 %

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

     (4,078 )     (22,078 )     (18,000 )     (82 )%

Net income / (loss) attributable to Cohen & Company Inc.

   $ (5,113 )   $ (13,389 )   $ 8,276       62 %

 

Revenues

 

Revenues increased by $38,594, or 87%, to $82,981 for the year ended December 31, 2023, as compared to $44,387 for the year ended December 31, 2022. As discussed in more detail below, the change was comprised of (i) a decrease of $9,083 in net trading revenue; (ii) a decrease of $1,667 in asset management revenue; (iii) an increase of $3,543 in new issue and advisory revenue; and (iv) an increase of $45,801 in principal transactions and other income.

   

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Net Trading

 

Net trading revenue decreased by $9,083, or 23%, to $30,926 for the year ended December 31, 2023, as compared to $40,009 for the year ended December 31, 2022.  The following table shows the detail by trading group.

 

 

NET TRADING

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2023

    

2022

    

Change

  

Mortgage

   $ (1,523 )   $ 56     $ (1,579 )

Matched book repo

     16,315       30,595       (14,280 )

High yield corporate

     4,768       4,694       74  

Investment grade corporate

     (420 )     1,197       (1,617 )

Wholesale and other

     11,787       3,467       8,320  

Total

   $ 30,927     $ 40,009     $ (9,082 )

 

Our net trading revenue includes unrealized gains on our trading investments, as of the applicable measurement date, which may never be realized due to changes in market or other conditions not in our control.  This may adversely affect the ultimate value realized from these investments. In addition, our net trading revenue also includes realized gains on certain proprietary trading positions. Our ability to derive trading gains from such trading positions is subject to overall market conditions. Due to the volatility and uncertainty in the capital markets generally, the net trading revenue recognized during the year may not be indicative of future results. Furthermore, from time to time, some of the assets included in the investments-trading line of our consolidated balance sheets represent level 3 valuations within the FASB valuation hierarchy. Level 3 assets are carried at fair value based on estimates derived using internal valuation models and other estimates. See notes 9 and 10 to our consolidated financial statements included in this Annual Report on Form 10-K. The fair value estimates made by us may not be indicative of the final sale price at which these assets may be sold.  We consider our matched book repo business to be subject to significant concentration risk.  See note 11 to our consolidated financial statements included in this Annual Report on Form 10-K.  All net trading revenue is included in our Capital Markets segment.  See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

Asset Management

 

  

Asset management fees decreased by $1,667, or 19%, to $7,337 for the year ended December 31, 2023, as compared to $9,004 for the year ended December 31, 2022, as discussed in more detail below.

 

 

ASSET MANAGEMENT

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2023

    

2022

    

Change

  

CDOs

   $ 1,638     $ 3,454     $ (1,816 )

Other

     5,699       5,550       149  

Total

   $ 7,337     $ 9,004     $ (1,667 )



A significant portion of our asset management fees are earned from the management of CDOs.  We have not completed a new securitization since 2008.  As a result, our asset management revenue from CDOs has declined from its historical highs as the assets of the CDOs decline due to maturities, repayments, auction call redemptions, liquidations, and defaults.  Our ability to complete securitizations in the future will depend upon, among other things, our asset origination capacity and success, our ability to arrange warehouse financing to originate assets, our willingness and capacity to fund required amounts to obtain warehouse financing and securitized financings, and the demand in the markets for such securitizations. 

 

Asset management fees from CDOs decreased primarily because one of the securitizations we manage completed a successful auction during 2022.  As a result, we received payment of deferred subordinated management fees of $1,600 in 2022.  Otherwise, asset management fees from CDOs declined by $216 during 2023 mainly due to a decline in AUM due to liquidations and principal paydowns of collateral. 

 

Asset management fees from other investment vehicles remained relatively unchanged.

 

All asset management revenue is included in our asset management segment.  See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

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New Issue and Advisory Revenue

 

New issue and advisory revenue increased by $3,543, or 14%, to $28,264 for the year ended December 31, 2023, as compared to $24,721 for the year ended December 31, 2022. 

 

   

Year Ended December 31,

  
   

2023

    

2022

    

Change

  

CCM

   $ 26,174     $ 16,880     $ 9,294  

Commercial Real Estate Originations

     47       1,897       (1,850 )

U.S. Insurance Originations

     800       4,753       (3,953 )

Europe Insurance Originations

     1,243       1,191       52  

Total

   $ 28,264     $ 24,721     $ 3,543  

 

Our revenue earned from new issue and advisory has been, and we expect will continue to be, volatile. We earn revenue from a limited number of engagements. Therefore, a small change in the number of engagements can result in large fluctuations in the revenue recognized. Further, even if the number of engagements remains consistent, the average revenue per engagement can fluctuate considerably. Finally, our revenue is generally earned when an underlying transaction closes (rather than on a monthly or quarterly basis). Therefore, the timing of underlying transactions increases the volatility of our revenue recognition.   In addition, we often incur certain costs related to new issue engagements.  These costs are included as a component of either subscriptions, clearing and execution, or professional fees and other. All new issue revenue is included in our Capital Markets segment.  See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services.  In addition, we generate new issue revenue by originating new assets for the U.S. Insurance JV, CREO JV, and our PriDe Funds in Europe.

 

In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions.  In these cases, we record advisory revenue equal to the fair value of the instruments received.  Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in our consolidated statement of operations.  Further, the financial instruments we receive in these cases are often either (i) common stock investments that are restricted for resale for some period of time; (ii) convertible or non-convertible debt investments that are not publicly traded; (iii) equity investments in special purpose entities that are not publicly traded; or (iv) unrestricted common stock investments in public companies with low trading volumes.  As a result of the above, it may take us a significant period of time to liquidate these financial instruments.  We may suffer significant principal transactions loss prior to final liquidation of these financial instruments.  See Principal Transactions and Other Income below.   

   

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Principal Transactions and Other Income

 

Principal transactions and other income increased by $45,801 to $16,454 for the year ended December 31, 2023, as compared to ($29,347) for the year ended December 31, 2022.

 

 

PRINCIPAL TRANSACTIONS & OTHER INCOME

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2023

    

2022

    

Change

  

Interests in public companies:

                        

Next.e.GO N.V. (OTC: EGOXF)

   $ (665 )   $ -     $ (665 )

Captivision Inc. (NASDAQ: CAPT)

     376       -       376  

Nuburu, Inc. (NYSE American: BURU)

     (485 )     -       (485 )

Rubicon Technologies (OTC: RBTC)

     (2,897 )     (1,576 )     (1,321 )

FOXO Technologies Inc. (NYSE American: FOXO)

     -       (1,092 )     1,092  

Other

     (641 )     (407 )     (234 )

Capital markets principal transactions

     (4,312 )     (3,075 )     (1,237 )
                      -  

Interests in public companies:

                        

Heliogen, Inc. (OTC: HLGN)

     (324 )     (14,754 )     14,430  

FOXO Technologies Inc. (NYSE American: FOXO)

     (126 )     (1,045 )     919  

Lemonade, Inc. (NYSE:LMND)

     97       (2,805 )     2,902  

Payoneer Global Inc. (NASDAQ: PAYO)

     (95 )     (511 )     416  

Perella Weinberg Partners (NASDAQ: PWP)

     91       (418 )     509  

REE Automotive Ltd. (NASDAQ: REE)

     (165 )     (4,755 )     4,590  

Shift Technologies, Inc. (NASDAQ: SFT)

     (233 )     (5,539 )     5,306  

Syntec Optics Holdings, Inc. (NASDAQ: OPTX)

     (1,141 )     -       (1,141 )

Wejo Group Limited (OTC: WEJWF)

     -       (1,617 )     1,617  

CREO JV

     901       32       869  

U.S. Insurance JV

     463       11       452  

Stoa USA Inc./FlipOs

     (6,847 )     4,196       (11,043 )

SFAs

     25,395       -       25,395  

Bridge loan

     1,050       -       1,050  

Other

     195       (351 )     546  

Investing principal transactions

     19,261       (27,556 )     46,817  
                         

Total principal transactions

     14,949       (30,631 )     45,580  
                         

IIFC revenue share

     1,105       673       432  

All other income / (loss)

     400       611       (211 )

Other income

     1,505       1,284       221  
                         

Total principal transactions and other income

   $ 16,454     $ (29,347 )   $ 45,801  

 

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Principal Transactions 

 

In the table above, our principal transactions revenue is broken out into two groups:

 

1.  Capital Markets Principal Transactions: In some cases, CCM acquires financial instruments or receives financial instruments in lieu of cash for its advisory transactions. We carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement.  Gains and losses on these instruments are included in our Capital Markets segment as these instruments were acquired as a result of CCM's activities.  See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

2.  Principal Investing Principal Transactions: In other cases, we will acquire a financial instrument for the purposes of earning an investment return.  We also carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement.  However, gains and losses on these instruments are included in our Principal Investing segment as these investments were acquired to earn a return.  Note that a particular instrument may be included in both categories if it was acquired as a result of CCM's activities and separately acquired to earn an investment return.  

 

Interests in Public Companies

 

These investments represent our direct and indirect investments in certain public companies. These investments may be in the form of unrestricted common stock, restricted common stock, equity derivatives, convertible notes, non-convertible notes, fair value receivables, as well as equity interest in SPVs that have investments in these public companies. The name and stock symbol of each public company in which we have a direct or indirect investment is listed in the table above.  The amounts shown represent the change in the fair value of our investment in each time period noted in the table.  Many of the interests in the public companies listed above were acquired as non-cash compensation related to new issue and advisory engagements.  When we received these investments, we recorded new issue and advisory revenue for the fair value of those instruments at that time.  

 

Other Principal Investments

 

The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. We carry our investment in the CREO JV at its reported NAV.

 

The U.S. Insurance JV invests in insurance company debt.  We carry our investment in the U.S. Insurance JV at its reported NAV.  

 

Stoa USA Inc. / FlipOS was a private company in which we owned common equity.  During 2023, Stoa USA Inc. / FlipOS announced it had ceased operations and declared bankruptcy. We wrote off our investment in 2023. We have no remaining investment in Stoa USA Inc. / FlipOS.  

 

We have engaged in several SFA transactions. In a typical SFA transaction, we acquire an interest in a publicly traded company and enter into an offsetting derivative with the same company.  Both the interest in the public company and the offsetting derivative are carried at fair value.  The amount shown in the table above represents the net change in fair value recorded during the periods presented.  The interests we hold in SFA Counterparties are included as a component of other investments, at fair value.  The derivatives are included as a component of other investments sold, not yet purchased, at fair value.  See note 8 to our consolidated financial statements included in this Annual Report on Form 10-K for more information regarding our SFAs. 

 

The bridge loan exit fee was earned on a bridge loan made to an early stage growth company. 

 

Other principal investments consist of realized and unrealized gains and losses from other investments reported at fair value. 

 

Other Income

 

Other income is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC.  The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments.  To date, we have earned $8,715.  See note 29 to our consolidated financial statements included in our Annual Report on Form 10-K.  

 

 

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Operating Expenses

 

Operating expenses increased by $3,770, or 5%, to $76,120 for the year ended December 31, 2023, as compared to $72,350 for the year ended December 31, 2022. As discussed in more detail below, the change was comprised of (i) an increase of $1,802 in compensation and benefits; (ii) an increase of $128 in business development, occupancy, and equipment; (iii) an increase of $691 in subscriptions, clearing, and execution; (iv) an increase of $1,143 in professional fee and other operating; and (v) an increase of $6 in depreciation and amortization.

 

Compensation and Benefits

 

Compensation and benefits increased by $1,802, or 4%, to $52,092 for the year ended December 31, 2023, as compared to $50,290 for the year ended December 31, 2022. 

 

 

COMPENSATION AND BENEFITS

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2023

    

2022

    

Change

  

Cash compensation and benefits

   $ 47,701     $ 45,900     $ 1,801  

Equity-based compensation

     4,391       4,390       1  

Total

   $ 52,092     $ 50,290     $ 1,802  

 

Cash compensation and benefits in the table above is primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits.  Cash compensation and benefits increased by $1,801 to $47,701 for the year ended December 31, 2023, as compared to $45,900 for the year ended December 31, 2022.  Our headcount decreased to 118 as of December 31, 2023 from 121 as of December 31, 2022.  Cash compensation increased primarily due to an increase in incentive compensation related to the increase in overall revenue and income from equity method affiliates. 

 

Equity-based compensation remained relatively flat.  

     

Business Development, Occupancy, and Equipment

 

Business development, occupancy, and equipment increased by $128, or 3%, to $5,204 for the year ended December 31, 2023, as compared to $5,076 for the year ended December 31, 2022. This increase was comprised of an increase in occupancy and equipment of $297, partially offset by a decrease in business development of $169.  

 

Subscriptions, Clearing, and Execution 

 

Subscriptions, clearing, and execution increased by $691, or 8%, to $8,965 for the year ended December 31, 2023, as compared to $8,274 for the year ended December 31, 2022.  The increase was comprised of an increase in subscriptions and dues of $573 and an increase in clearing and execution of $118.  

   

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Professional Fee and Other Operating Expenses

 

Professional fee and other operating expenses increased by $1,143, or 14%, to $9,296 for the year ended December 31, 2023, as compared to $8,153 for the year ended December 31, 2022.  The increase was comprised of an increase in professional fees of $1,001 and an increase in other operating expenses of $142.  

 

Depreciation and Amortization

 

Depreciation and amortization increased by $6, or 1%, to $563 for the year ended December 31, 2023, as compared to $557 for the year ended December 31, 2022. 

 

Non-Operating Income and Expense

 

Interest Expense, net

 

Interest expense, net increased by $1,544, or 31%, to $6,526 for the year ended December 31, 2023, as compared to $4,982 for the year ended December 31, 2022.

 

 

INTEREST EXPENSE

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2023

    

2022

    

Change

  

Junior subordinated notes

   $ 5,247     $ 3,442     $ 1,805  

2020 Senior Notes

     450       458       (8 )

2017 Convertible Note

     -       327       (327 )

Byline Bank

     338       247       91  

Redeemable Financial Instrument - JKD Capital Partners I LTD

     491       508       (17 )
    $ 6,526     $ 4,982     $ 1,544  

 

See notes 19 and 20 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

Income / (Loss) from Equity Method Affiliates

 

Income / (loss) from equity method affiliates increased by $36,540 to $15,609 for the year ended December 31, 2023, as compared to ($20,931) for the year ended December 31, 2022.  See note 12 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

   

Year Ended December 31,

  
   

2023

    

2022

    

Change

  

Insurance SPACs

   $ -     $ (5,898 )   $ 5,898  

SPAC Sponsor Entities

     15,275       (14,963 )     30,238  

Dutch Real Estate Entities

     334       (70 )     404  
    $ 15,609     $ (20,931 )   $ 36,540  

 

SPAC sponsor entities includes both indirect and direct investments in SPAC sponsor entities.  Several of these SPAC sponsor entities are invested in SPACs that have completed their business combinations.  Those SPAC sponsor entities hold restricted and unrestricted equity interests in the public post-merger entities.  We account for our investments in SPAC sponsor entities under the equity method of accounting.  If the SPAC sponsor entity distributes SPAC shares to us, we account for those SPAC shares as a component of other investments, at fair value.  The following table shows the equity method income or loss included in SPAC sponsor entities above broken out by the ultimate public company investee.  For several of the investments described below, we also had an investment in the same company accounted for at fair value as a component of other investments, at fair value during the periods presented.  See discussion of principal transactions above.

 

 

   

Year Ended December 31,

  
   

2023

    

2022

    

Change

  

Heliogen, Inc. (OTC: HLGN)

   $ -     $ (10,625 )   $ 10,625  

Wejo Group Limited (OTC: WEJWF)

     -       (2,214 )     2,214  

Alpha Tau Medical Ltd. (NASDAQ: DRTS)

     (51 )     374       (425 )

FOXO Technologies Inc. (NYSE American: FOXO)

     (3 )     1,017       (1,020 )

Syntec Optics Holdings, Inc. (NASDAQ: OPTX)

     4,304       -       4,304  

Zoomcar Holdings, Inc. (NASDAQ: ZCAR)

     10,013       (837 )     10,850  

African Agriculture Holdings Inc. (OTC: AAGR)

     2,358       (7 )     2,365  

Other

     (1,346 )     (2,671 )     1,325  
    $ 15,275     $ (14,963 )   $ 30,238  

 

See note 12 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-K.

 

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Income Tax Expense / (Benefit) 

 

The income tax expense was $5,545 for the year ended December 31, 2023, as compared to $4,794 for the year ended December 31, 2022.  See note 23 to our consolidated financial statements included in our Annual Report on Form 10-K.

 

The tax expense recognized in 2023 was comprised of a deferred tax expense of $5,354 and current tax expense of $191.  The current tax expense incurred was the result of foreign, state, and local income tax.  The deferred tax expense was U.S. federal, state, and local tax expense, which was the result of the increase in the valuation allowance applied against the Company's carryforward tax assets.  

 

The tax expense recognized in 2022 was comprised of a deferred tax expense of $4,579 and current tax expense of $215.  The current tax expense incurred was the result of foreign, state, and local income tax.  The deferred tax expense was U.S. federal, state, and local tax expense, which was the result of the increase in the valuation allowance applied against the Company's carryforward tax assets.  

 

We have significant carryforward tax assets.  As of December 31, 2023, the Company had a federal net operating loss (“NOL”) of approximately $96,457, which will be available to offset future taxable income, subject to limitations described below. The Company also had net capital losses (“NCLs”) in excess of capital gains of $59,844 as of December 31, 2023, which can be carried forward to offset future capital gains. ASC 746 requires that we record a valuation allowance against these assets so that the net asset recognized is, in management's judgment, more likely than not to be realized.  

 

Each reporting period, management determines the expected amount of taxable income it will generate in each jurisdiction where the Company has NOLs.  Management then schedules this income against each carryforward tax asset and determines what portion of the asset it believes is more likely than not to be realized.  This determination is subjective and subject to many assumptions and factors including:  profitability of our business in the future, the timing of that future income as compared to carryforward asset expiration, the character of future income (ordinary or capital), and the jurisdiction in which the income will be generated.  To the extent management's determination changes, an adjustment will be made to the valuation allowance resulting in deferred tax expense or benefit.  We recorded deferred tax expense in 2022 and 2023 because expectations of future income decreased and the Company increased the valuation allowance it had applied against carryforward tax assets.  Due to the magnitude of the Company's carryforward tax assets as well as the volatility of the Company's operating results, significant adjustments to the valuation allowance are likely going forward.  These future adjustments may likewise result in material amounts of deferred tax benefit or expense going forward.  

   

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Net Income / (Loss) Attributable to the Non-Convertible Non-Controlling Interest

 

Net income / (loss) attributable to the non-convertible non-controlling interest for the years ended December 31, 2023 and 2022 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us for the relevant periods.  These interests are not convertible into Common Stock.  

 

   

Year Ended December 31,

  
   

2023

    

2022

    

Change

  

Insurance SPAC III Sponsor Entities

   $ -     $ (4,808 )   $ 4,808  

Vellar GP

     14,755       -       14,755  

Other SPAC related

     4,835       (18,395 )     23,230  
    $ 19,590     $ (23,203 )   $ 42,793  

 

Insurance SPAC III sponsor entities are the sponsor entities formed by us for our sponsored SPAC, Insurance SPAC III.  Prior to March 31, 2023, Vellar GP was the general partner of the SPAC Fund but did not consolidate it.  Effective April 1, 2023, Vellar GP began consolidating the SPAC Fund. Vellar GP primarily invests in share forward arrangements.  On February 25, 2025, the Operating LLC sold its 33.4% interest in Vellar GP pursuant to the Vellar Purchase Agreement and will no longer consolidate Vellar GP.  See notes 4, 10, and 21 to our consolidated financials included in this Annual Report on Form 10-K.  Other SPAC related is mainly comprised of an entity that we consolidated but do not wholly own that invests in other SPAC sponsor entities.  

 

Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest

 

Net income / (loss) attributable to the convertible non-controlling interest for the years ended December 31, 2023 and 2022 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us for the relevant periods. 

 

 

 

SUMMARY CALCULATION OF CONVERTIBLE NON-CONTROLLING INTEREST

For the Year Ended December 31, 2023

 

   

Wholly Owned Subsidiaries

    

Other Consolidated Subsidiaries

    

Total Operating LLC Consolidated

    

Cohen & Company Inc.

    

Consolidated

  

Net income / (loss) before tax

   $ (23,091 )   $ 39,035     $ 15,944     $ -     $ 15,944  

Income tax expense / (benefit)

     1,972       -       1,972       3,573       5,545  

Net income / (loss) after tax

     (25,063 )     39,035       13,972       (3,573 )     10,399  

Other consolidated subsidiary non-controlling interest

     -       19,590       19,590                  

Net income / (loss) attributable to the Operating LLC

     (25,063 )     19,445       (5,618 )                

Average effective Operating LLC non-controlling interest % (1)

                     72.59 %                

Operating LLC non-controlling interest

                   $ (4,078 )                



                                        

Summary

                                        

Other consolidated subsidiary non-controlling interest

                   $ 19,590                  

Operating LLC non-controlling interest

                     (4,078 )                
                    $ 15,512                  

 

 

 

SUMMARY CALCULATION OF CONVERTIBLE NON-CONTROLLING INTEREST

For the Year Ended December 31, 2022

 

   

Wholly Owned Subsidiaries

    

Other Consolidated Subsidiaries

    

Total Operating LLC Consolidated

    

Cohen & Company Inc.

    

Consolidated

  

Net income / (loss) before tax

   $ (20,287 )   $ (33,589 )   $ (53,876 )   $ -     $ (53,876 )

Income tax expense / (benefit)

     (381 )     182       (199 )     4,993       4,794  

Net income / (loss) after tax

     (19,906 )     (33,771 )     (53,677 )     (4,993 )     (58,670 )

Other consolidated subsidiary non-controlling interest

     -       (23,203 )     (23,203 )                

Net income / (loss) attributable to the Operating LLC

     (19,906 )     (10,568 )     (30,474 )                

Average effective Operating LLC non-controlling interest % (1)

                     72.45 %                

Operating LLC non-controlling interest

                   $ (22,078 )                



                                        

Summary

                                        

Other consolidated subsidiary non-controlling interest

                   $ (23,203 )                

Operating LLC non-controlling interest

                     (22,078 )                
                    $ (45,281 )                

 

(1)

Non-controlling interest is recorded on a quarterly basis. Because earnings are recognized unevenly throughout the year and the non-controlling interest percentage may change during the period, the average effective non-controlling interest percentage may not equal the percentage at the end of any period or the simple average of the beginning and ending percentages.
 

 

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Liquidity and Capital Resources



Liquidity is a measurement of our ability to meet potential cash requirements including ongoing commitments to repay debt borrowings, make interest payments on outstanding borrowings, fund investments, and support other general business purposes. In addition, our U.S. and European broker-dealer subsidiaries are subject to certain regulatory requirements to maintain minimum levels of net capital. Historically, our primary sources of funds have been our operating activities and general corporate borrowings. In addition, our trading operations have generally been financed by use of collateralized securities financing arrangements as well as margin loans.

 

Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. JVB is subject to net capital restrictions imposed by the SEC and FINRA that require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit our ability to withdraw capital above the required minimum amounts (excess capital) whether through a distribution or a loan. CCFESA is subject to the regulations of the ACPR, which imposes minimum capital requirements. See note 25 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

Dividends and Distributions

 

During the third quarter of 2010, our board of directors initiated a dividend of $0.50 per quarter, which was paid regularly through December 31, 2011. Beginning in 2012, our board of directors declared a dividend of $0.20 per quarter, which was paid regularly through the first quarter of 2019.  Each time a cash dividend was declared by our board of directors, a pro rata distribution was made to the other members of the Operating LLC upon payment of dividends to our stockholders. 

 

On July 29, 2021, our board of directors reinstated our quarterly dividend declaring a cash dividend of $0.25 per share.  We have paid a quarterly cash dividend of $0.25 regularly since that date.  In addition to our routine quarterly distribution, on March 8, 2022, our board of directors declared a special cash dividend of $0.75 per share.  On March 10, 2025, our board of directors declared a quarterly dividend of $0.25 per share payable on April 9, 2024 to shareholders of record on March 26, 2024.

 

Repurchases of Common Stock

 

The Company did not repurchase any shares of Common Stock in 2022, 2023, or 2024.  

 

Issuances of Common Stock

 

On October 5, 2023, we entered into an equity distribution agreement (the “2023 Equity Agreement”) relating to the ATM Program, pursuant to which we are permitted to sell an aggregate of up to $4,712 in Shares, which represented one-third of the value of the Common Stock held by non-affiliates. As of December 31, 2024, 13,500 shares had been sold under the 2023 Equity Agreement for total proceeds of $154.

 

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During the years ended December 31, 2024, 2023, and 2022, we had the following other significant financing transactions.  This excludes non-cash transactions.  See notes 19 and 20 in our consolidated financial statements included in this Annual Report on Form 10-K.

 

During 2024:

    
  o We repaid our redeemable financial instrument in the amount of $2,573. The remainder was converted to the 2024 Note.
  o We paid dividends of $1,873 and distributions to the convertible non-controlling interest of $4,819
  o We paid distributions of $6,758 to the non-convertible non-controlling interest.

During 2023:

    
 

o

We drew and repaid $15,000 on a revolving line of credit.
 

o

We paid dividends of $1,750 and distributions to the convertible non-controlling interest of $4,344.
 

o

We paid distributions of $10,041 to the non-convertible non-controlling interest.

During 2022:

    
 

o

We issued a new 2020 Senior Note for $2,250 and used the proceeds to pay off an existing 2020 Senior Note
 

o

We paid dividends of $2,258 and distributions to the convertible non-controlling interest of $6,485
 

o

We paid distributions of $2,236 to non-convertible non-controlling interest.

   

Cash Flows

 

We have seven primary uses for capital:

 

(1) To fund the operations of our Capital Markets business segment. Our Capital Markets business segment utilizes capital (i) to fund securities inventory to facilitate client trading activities; (ii) for risk trading for our own account; (iii) to fund our collateralized securities lending activities; (iv) for temporary capital needs associated with underwriting activities; (v) to fund business expansion into existing or new product lines including additional capital dedicated to our mortgage group as well as our matched book repo business; and (vi) to fund any operating losses incurred.
(2) To fund the expansion of our Asset Management business segment.  We generally grow our AUM by sponsoring new Investment Vehicles.  The creation of a new Investment Vehicle often requires us to invest a certain amount of our own capital to attract outside capital to manage.  Also, the new Investment Vehicles often require warehouse and other third-party financing to fund the acquisition of investments.  Finally, we generally will hire employees to manage new Investment Vehicles and will operate at a loss for a startup period.
(3) To fund investments. We make principal investments (including sponsor and other investments in SPACs) to generate returns.  We may need to raise additional debt or equity financing in order to ensure we have the capital necessary to take advantage of attractive investment opportunities.
(4) To fund mergers or acquisitions. We may opportunistically use capital to acquire other asset managers, individual asset management contracts, or financial services firms. To the extent our liquidity sources are insufficient to fund our future merger or acquisition activities, we may need to raise additional funding through an equity or debt offering. No assurances can be given that additional financing will be available in the future, or that, if available, such financing will be on favorable terms.
(5) To fund potential dividends and distributions. We sometimes pay dividends.  Each time a cash dividend was declared by our board of directors, a pro rata distribution was made to the other members of the Operating LLC upon payment of dividends to our stockholders. 
(6) To fund potential repurchases of Common Stock.  We have opportunistically repurchased Common Stock in private transactions.  See note 21 to our consolidated financial statements included in this Annual Report on Form 10-K.
(7) To pay off debt as it matures.  We have indebtedness that must be repaid as it matures. See note 20 to our consolidated financial statements included in this Annual Report on Form 10-K.

    

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If we are unable to raise sufficient capital on economically favorable terms, we may need to reduce the amount of capital invested for the uses described above, which may adversely impact earnings and our ability to pay dividends.

 

As of December 31, 2024 and December 31, 2023, we maintained cash and cash equivalents of $19,590 and $10,650, respectively. We generated cash from or used cash for the activities described below.

 

 

SUMMARY CASH FLOW INFORMATION

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Cash flow from operating activities

   $ 9,475     $ (39,660 )   $ (23,488 )

Cash flow from investing activities

     16,506       38,123       13,798  

Cash flow from financing activities

     (16,717 )     (17,105 )     (11,504 )

Effect of exchange rate on cash

     (324 )     191       (272 )

Net cash flow

     8,940       (18,451 )     (21,466 )

Cash and cash equivalents, beginning

     10,650       29,101       50,567  

Cash and cash equivalents, ending

   $ 19,590     $ 10,650     $ 29,101  

 

See the statements of cash flows in our consolidated financial statements. We believe our available cash and cash equivalents, as well as our investment in our trading portfolio and related borrowing capacity, will provide sufficient liquidity to meet the cash needs of our ongoing operations in the near term.

 

2024 Cash Flows 

 

As of December 31, 2024, our cash and cash equivalents were $19,590, representing an increase of $8,940 from December 31, 2023. The increase was attributable to cash flow from operating activities of $9,475, cash provided by investing activities of $16,506, cash used in financing activities of $16,717, and the decrease in cash resulting from a change in exchange rates of $324.

 

The cash provided from operating activities of $9,475 was comprised of (a) net cash inflow of $1,527 related to working capital fluctuations; (b) net cash inflow of $8,310 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, securities sold under agreement to repurchase, receivables under resale agreements, and receivables and payables from brokers, dealers, and clearing agencies, as well as the changes in unrealized gains and losses on the investments-trading and trading securities sold, not yet purchased; and (c) net cash outflow from other earnings items of $362 (which represents net income or loss adjusted for the following non-cash operating items: deferred taxes, other income / (expense), non-cash advisory revenue, realized and unrealized gains and losses on other investments, at fair value, other investments sold, not yet purchased, income / (loss) from equity method affiliates, equity-based compensation, depreciation, and amortization).

 

The cash provided from investing activities of $16,506 was comprised of (a) $78,834 in proceeds from sales of other investments, at fair value; (b) $214 in proceeds from sales from other investments sold, not yet purchased; and (c) $1,026 in distributions received from equity method affiliates; partially offset by (d) $60,675 of purchases of other investments, at fair value; (e) $1,408 of purchases of other investments sold, not yet purchased; (f) $236 used to invest in equity method affiliates, and (g) $1,249 of purchases of furniture, equipment, and leasehold improvements. 

 

The cash used in financing activities of $16,717 was comprised of (a) $2,573 used to repay our redeemable financial instrument; (b) $189 used to net settle equity awards; (c) $1,873 paid in dividends on Common Stock; (d) $4,819 paid in distributions to the convertible non-controlling interest; (e) $659 of redemptions of convertible non-controlling interest; and (f) $6,758 paid in distributions to the non-convertible non-controlling interest; partially offset by (g) $154 in proceeds from the issuance of Common Stock. 

 

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2023 Cash Flows 

 

As of December 31, 2023, our cash and cash equivalents were $10,650, representing a decrease of $18,451 from December 31, 2022. The decrease was attributable to cash used in operating activities of $39,660, cash provided by investing activities of $38,123, cash used in financing activities of $17,105, and the increase in cash resulting from a change in exchange rates of $191.

 

The cash used in operating activities of $39,660 was comprised of (a) net cash outflow of $77,599 related to working capital fluctuations; (b) net cash inflow of $65,282 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, securities sold under agreement to repurchase, receivables under resale agreements, and receivables and payables from brokers, dealers, and clearing agencies, as well as the changes in unrealized gains and losses on the investments-trading and trading securities sold, not yet purchased; and (c) net cash outflow from other earnings items of $27,343 (which represents net income or loss adjusted for the following non-cash operating items: deferred taxes, other income / (expense), non-cash advisory revenue, realized and unrealized gains and losses on other investments, at fair value, other investments sold, not yet purchased, income / (loss) from equity method affiliates, equity-based compensation, depreciation, and amortization).

 

The cash provided from investing activities of $38,123 was comprised of (a) $75,906 in proceeds from sales of other investments, at fair value; (b) $53,928 in proceeds from sales of other investments sold, not yet purchased, at fair value; and (c) $2,091 in proceeds from distributions from equity method affiliates; partially offset by (d) $86,021 in cash used to purchase other investments, at fair value; (e) $5,512 in cash used to purchase other investments sold, not yet purchased, at fair value; (f) $1,896 in cash used to invest in equity method affiliates; and (g) $373 in purchases of furniture, equipment, and leasehold improvements. 

 

The cash used in financing activities of $17,105 was comprised of (a) $15,000 of cash used to repay debt; (b) $175 of cash used to settle equity awards; (c) $1,750 of cash used to pay dividends on Common Stock; (d) $4,344 in cash used for distributions to the convertible non-controlling interest; and (e) $10,041 in cash used for distributions to the non-convertible non-controlling interests; partially offset by (f) $15,000 in proceeds from the issuance of debt; (g) $39 in cash proceeds from investments in the non-convertible non-controlling interests; and (h) $834 of cash used for the redemption of convertible non-controlling interest units.  

 

2022 Cash Flows 

 

As of December 31, 2022, our cash and cash equivalents were $29,101, representing a decrease of $21,466 from December 31, 2021. The decrease was attributable to cash used in operating activities of $23,488, cash provided by investing activities of $13,798, cash used in financing activities of $11,504, and the decrease in cash resulting from a change in exchange rates of $272.

 

The cash used in operating activities of $23,488 was comprised of (a) net cash outflows of $23,461 related to working capital fluctuations; (b) net cash inflows of $4,365 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, securities sold under agreement to repurchase, receivables under resale agreements, and receivables and payables from brokers, dealers, and clearing agencies, as well as the changes in unrealized gains and losses on the investments-trading and trading securities sold, not yet purchased; and (c) net cash outflows from other earnings items of $4,392 (which represents net income or loss adjusted for the following non-cash operating items: deferred taxes, other income / (expense), non-cash advisory revenue, realized and unrealized gains and losses on other investments, at fair value, other investments sold, not yet purchased, income / (loss) from equity method affiliates, equity-based compensation, depreciation, impairment of goodwill, and amortization).

 

The cash provided investing activities of $13,798 was comprised of (a) $27,091 in proceeds from sales of other investments, at fair value; (b) $3,054 in proceeds from sales of other investments sold, not yet purchased, at fair value; and (c) $77 in proceeds from distributions from equity method affiliates; partially offset by (d) $7,236 in cash used to purchase other investments, at fair value; (e) $6,001 in cash used to purchase other investments sold, not yet purchased, at fair value; (f) $2,614 in cash used to invest in equity method affiliates; and (g) $573 in cash used to purchase furniture, equipment, and leasehold improvements. 

 

The cash used in financing activities of $11,504 was comprised of (a) $2,250 in cash used to repay debt; (b) $234 in cash used to settle equity awards; (c) $2,558 in cash used to pay dividends on Common Stock; (d) $6,485 in cash used to pay distributions to the convertible non-controlling interest; and (e) $2,236 in cash used to pay distributions to the non-convertible non-controlling interests; partially offset by (f) $2,250 in proceeds from the issuance of debt; and (g) $9 in cash proceeds from investments in the non-convertible non-controlling interests.  



 
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Regulatory Capital Requirements

 

We have two subsidiaries that are licensed securities dealers: JVB in the U.S. and CCFESA in France. As a U.S. broker-dealer, JVB is subject to the Uniform Net Capital Rule in Rule 15c3-1 under the Exchange Act. CCFESA is subject to the regulations of the ACPR.  The amount of net assets that these subsidiaries may distribute is subject to restrictions under these applicable net capital rules. These subsidiaries have historically operated in excess of minimum net capital requirements. Our minimum capital requirements at December 31, 2024 were as follows.

 

  

MINIMUM NET CAPITAL REQUIREMENTS

(Dollars in Thousands)

 

      As of December 31, 2024  

U.S.

   $ 250  

France

     643  

Total

   $ 893  

 

We operate with more than the minimum regulatory capital requirement in our licensed broker-dealers and at December 31, 2024 total net capital, or the equivalent as defined by the relevant statutory regulations, in our licensed broker-dealers was $49,988.  See note 25 to our consolidated financial statements included in this Annual Report on Form 10-K.  In addition, our licensed broker-dealers are generally subject to capital withdrawal notification requirements and restrictions.

 

Restrictions of Distributions of Capital from JVB

 

As of December 31, 2024, our total equity on a consolidated basis was $90,283.  However, the total equity of JVB was $77,328.  Therefore, only $12,955 of equity exists outside of JVB.  During certain periods of time, we have generated losses or negative cash flow outside of JVB.  We are dependent on taking distributions of income (and potentially returns of capital) from JVB to satisfy the cash needs outside of JVB, such as to cover losses incurred outside of JVB, to satisfy other obligations that come due outside of JVB, and to make investments outside of JVB.  However, we are subject to significant limitations on our ability to make distributions from JVB such as the limitations imposed by FINRA under rule 15c3-1 (described immediately above) and limitations under our line of credit with Byline Bank (see note 20 to our consolidated financial statements included in this Annual Report on Form 10-K).  Furthermore, counterparties to JVB have their own internal counterparty credit requirements.  The specific requirements are not generally shared with us.  However, if we take too much in capital distributions from JVB (beyond its net income), we may not be able to trade with certain counterparties, which may cause JVB’s operations to deteriorate. 

 

Securities Financing

 

We maintain repurchase agreements with various third-party financial institutions. There is no maximum limit as to the amount of securities that may be transferred pursuant to these agreements, and transactions are approved on a case-by-case basis. The repurchase agreements do not include substantive provisions other than those covenants and other customary provisions contained in standard master repurchase agreements. The repurchase agreements generally require us to transfer additional securities to the counterparty in the event the value of the securities then held by the counterparty in the margin account falls below specified levels and contain events of default were we to breach our obligations under the agreement. We receive margin calls from our repurchase agreement counterparties from time to time in the ordinary course of business. To date, we have maintained sufficient liquidity to meet margin calls, and we have never been unable to satisfy a margin call, however, no assurance can be given that we will be able to satisfy requests from our counterparties to post additional collateral in the future. See note 11 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

If there were an event of default under a repurchase agreement, the counterparty would have the option to terminate all repurchase transactions existing with us and make any amount due from us to the counterparty payable immediately. Repurchase obligations are full recourse obligations to us. If we were to default under a repurchase obligation, the counterparty would have recourse to our other assets if the collateral was not sufficient to satisfy our obligations in full. Most of our repurchase agreements are entered into as part of our gestation repo business.

 

Our clearing brokers provide securities financing arrangements including margin arrangements and securities borrowing and lending arrangements. These arrangements generally require us to transfer additional securities or cash to the clearing broker in the event the value of the securities then held by the clearing broker in the margin account falls below specified levels and contain events of default were we to breach our obligations under such agreements.

 

An event of default under the clearing agreement would give the counterparty the option to terminate the clearing arrangement. Any amounts owed to the clearing broker would be immediately due and payable. These obligations are recourse to us. Furthermore, a termination of any of our clearing arrangements would result in a significant disruption to our business and would have a significant negative impact on our dealings and relationship with our customers.

   

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The following table presents our period end balance, average monthly balance, and maximum balance at any month end for receivables under resale agreements and securities sold under agreements to repurchase.

 

   

For the Twelve Months Ended December 31, 2024

    

For the Twelve Months Ended December 31, 2023

  

Receivables under resale agreements

                

Period end

   $ 668,259     $ 408,408  

Monthly average

   $ 566,987     $ 430,672  

Maximum month end

   $ 743,654     $ 564,527  

Securities sold under agreements to repurchase

                

Period end

   $ 695,966     $ 408,203  

Monthly average

   $ 570,715     $ 438,576  

Maximum month end

   $ 742,120     $ 563,542  

 

Fluctuations in the balance of our repurchase agreements from period-to-period and intra-period are dependent on business activity in those periods. The fluctuations in the balances of our receivables under resale agreements over the periods presented were impacted by our clients’ desires to execute collateralized financing arrangements through the repurchase market or other financing products.

 

Average balances and period end balances will fluctuate based on market and liquidity conditions and we consider such intra-period fluctuations as typical for the repurchase market. Month-end balances may be higher or lower than average period balances.

 

Debt Financing

 

The following table summarizes our long-term indebtedness and other financing outstanding. See note 20 to our consolidated financial statements in our Annual Report on Form 10-K for more information. 

 

  

DETAIL OF DEBT

(Dollars in Thousands)

 

 

Description

  

December 31, 2024

    

December 31, 2023

  

Interest Rate Terms

  

Interest (2)

  

Maturity

Non-convertible debt:

                            

12.00% senior note (the "2024 Note")

   $ 5,146     $ -  

Fixed

     12.00 %

August 2026

12.00% senior note (the "2020 Note")

     4,500       4,500  

Fixed

     12.00 %

January 2026
                             

Junior subordinated notes (1):

                            

Alesco Capital Trust I

     28,125       28,125  

Variable

     8.85 %

July 2037

Sunset Financial Statutory Trust I

     20,000       20,000  

Variable

     9.02 %

March 2035

Less unamortized discount

     (22,867 )     (22,909 )            
      25,258       25,216              

Byline Credit Facility

     -       -  

Variable

     N/A  

June 2025

Total

   $ 34,904     $ 29,716              

 

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(1)

The junior subordinated notes represent debt the Company owes to the two trusts noted above. The total par amount owed by the Company to the trusts is $49,614.  However, the Company owns the common stock of the trusts in a total par amount of $1,489.  The Company pays interest (and at maturity, principal) to the trusts on the entire $49,614 junior subordinated notes outstanding. However, the Company receives back from the trusts the pro rata share of interest and principal on the common stock held by the Company.  These trusts are variable interest entities (“VIEs”) and the Company does not consolidate them even though the Company holds the common stock.  The Company carries the common stock on its balance sheet at a value of $0. The junior subordinated notes are recorded at a discount to par.  When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31, 2024 on a combined basis was 20.55% assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity.
 

(2)

Represents the interest rate in effect as of the last day of the reporting period.  

 

Redeemable Financial Instruments 

 

As of the dates presented below, we had the following sources of financing, which we accounted for as redeemable financial instruments.  See note 19 to our consolidated financial statements included in this Annual Report on Form 10-K.  

 

 

REDEEMABLE FINANCIAL INSTRUMENTS

(Dollars in thousands)

 

 

   

December 31, 2024

    

December 31, 2023

  

JKD Investor

   $ -     $ 7,868  
    $ -     $ 7,868  

 

Off-Balance Sheet Arrangements

 

Other than as described in note 10 (derivative financial instruments) and note 18 (variable interest entities) to our consolidated financial statements included in this Annual Report on Form 10-K, there were no material off balance sheet arrangements as of December 31, 2024. 

 

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Contractual Obligations

 

The table below summarizes our significant contractual obligations as of December 31, 2024 and the future periods in which such obligations are expected to be settled in cash. Our junior subordinated notes are assumed to be repaid on their respective maturity dates. Excluded from the table are obligations that are short-term in nature, including trading liabilities and repurchase agreements.  In addition, amortization of discount on debt is excluded. 

 

  

 

CONTRACTUAL OBLIGATIONS

December 31, 2024

(Dollars in Thousands)

 

   

Payment Due by Period

  
   

Total

    

Less than 1 Year

    

1 - 3 Years

    

3 - 5 Years

    

More than 5 Years

  

Operating lease arrangements

   $ 22,054     $ 2,022     $ 4,886     $ 4,871     $ 10,275  

Maturity of 2024 Notes (1)

     5,146       2,573       2,573       -       -  

Interest on 2024 Notes (1)

     875       592       283       -       -  

Maturity of 2020 Notes (1)

     4,500       -       4,500       -       -  

Interest on 2020 Notes (1)

     722       540       182       -       -  

Maturities on junior subordinated notes

     48,125       -       -       -       48,125  

Interest on junior subordinated notes (1)

     50,220       4,292       8,585       8,585       28,758  

Other Operating Obligations (2)

     1,447       1,263       183       1       -  
    $ 133,089     $ 11,282     $ 21,192     $ 13,457     $ 87,158  
 

(1)

The interest on the junior subordinated notes related to Alesco Capital Trust I is variable. The interest rate of 8.85% (based on a 90-day SOFR rate in effect as of December 31, 2024 plus 4.00%) was used to compute the contractual interest payment in each period noted. The interest on the junior subordinated notes related to Sunset Financial Statutory Trust I is variable. The interest rate of 9.02% (based on a 90-day SOFR rate in effect as of December 31, 2024 plus 4.15%) was used to compute the contractual interest payment in each period noted.
 

(2)

Represents material operating contracts for various services.  

 

We believe that we will be able to continue to fund our current operations and meet our contractual obligations through a combination of existing cash resources and other sources of credit. Due to the uncertainties that exist in the economy, we cannot be certain that we will be able to replace existing financing or find sources of additional financing in the future.

 

Critical Accounting Policies and Estimates

 

Our accounting policies are essential to understanding and interpreting the financial results in our consolidated financial statements. Our industry is subject to a number of highly complex accounting rules and requirements, many of which place heavy burdens on management to make judgments relating to our business. We encourage readers of this Form 10-K to read all of our critical accounting policies, which are included in note 3 to our consolidated financial statements included herein for a full understanding of these issues and how the financial statements are impacted by these judgments. Certain of these policies are considered to be particularly important to the presentation of our financial results because they require us to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

 

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We consider the accounting policies discussed below to be the policies that are the most impactful to our financial statements and also subject to significant management judgment. 

 

Valuation of Financial Instruments

 

How fair value determinations impact our financial statements

 

All of the securities we own that are classified as investments-trading, securities sold, not yet purchased, other investments, at fair value, or other investments sold, not yet purchased are recorded at fair value with changes in fair value (both unrealized and realized) recorded in earnings.

 

Unrealized and realized gains and losses on securities classified as investments-trading and securities sold, not yet purchased in the consolidated balance sheets are recorded as a component of net trading revenue in the consolidated statements of operations. Unrealized and realized gains and losses on securities classified as other investments, at fair value, and other investments sold, not yet purchased in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statements of operations.

 

How we determine fair value for securities

 

We account for our investment securities at fair value under various accounting literature, including Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, Investments — Debt and Equity Securities (“ASC 320”), pertaining to investments in debt and equity securities and the fair value option of financial instruments in ASC 825, Financial Instruments (“ASC 825”). We also account for certain assets at fair value under applicable industry guidance such as: (a) FASB ASC 946, Financial Services-Investment Companies (“ASC 946”) and (b) FASB ASC 940-320, Proprietary Trading Securities (“ASC 940-320").

 

The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations from third-party pricing services, or, when independent broker quotations or market price quotations from third-party pricing services are unavailable, valuation models prepared by management. These models include estimates and the valuations derived from them could differ materially from amounts realizable in an open market exchange.

 

We adopted the fair value measurement provisions in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), applicable to financial assets and financial liabilities effective January 1, 2008. ASC 820 defines fair value as the price that would be received to sell the asset or paid to transfer the liability between market participants at the measurement date (“exit price”). An exit price valuation will include margins for risk even if they are not observable. In accordance with ASC 820, we categorize our financial instruments, based on the priority of the inputs to the valuation technique, into a three-level valuation hierarchy. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the hierarchy under ASC 820 are described below.

 

Level 1

Financial assets and liabilities with values that are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.



 

Level 2

Financial assets and liabilities with values that are based on one or more of the following: (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar assets or liabilities in non-active markets; (c) pricing models with inputs that are derived, other than quoted prices, and are observable for substantially the full term of the asset or liability; or (d) pricing models with inputs that are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.



 

Level 3

Financial assets and liabilities with values that are based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the valuation hierarchy. In such cases, the level of the valuation 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. Our 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.

 

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Financial instruments carried at contract amounts with short-term maturities (one year or less) are repriced frequently or bear market interest rates. Accordingly, those contracts are carried at amounts approximating fair value. Financial instruments carried at contract amounts on our consolidated balance sheets include receivables from and payables to brokers, securities purchased under agreements to resell (“reverse repurchase agreements” or “receivables under resale agreements”), and sales of securities under agreements to repurchase (“repurchase agreements”).

 

How we determine fair value for investments in investment funds and similar vehicles

 

A portion of our other investments, at fair value represents investments in investment funds and other non-publicly traded entities that have the attributes of investment companies as described in ASC 946-15-2. We estimate the fair value of these entities using the reported net asset value per share as of the reporting date in accordance with the “practical expedient” provisions related to investments in certain entities that calculated net asset value per share (or its equivalent) included in ASC 820. 

 

Derivative Financial Instruments

 

We do not utilize hedge accounting for our derivatives. Accordingly, all derivatives are carried at fair value with unrealized and realized gains recognized in earnings.

 

If the derivative is expected to be managed by employees of our Capital Markets business segment or is a hedge for an investment classified as investments-trading, the derivative will be carried as a component of investments-trading if it is an asset or securities sold, not yet purchased if it is a liability. If the derivative is a hedge for an investment carried as a component of other investments, at fair value, the derivative will be recorded in other investments, at fair value if it is an asset or other investments sold, not yet purchased if it is a liability.  

 

We may, from time to time, enter into derivatives as investments or to manage our risk exposures arising from (i) fluctuations in foreign currency rates with respect to our investments in foreign currency denominated investments; (ii) our investments in interest sensitive investments; (iii) our investments in various equity instruments; and (iv) our facilitation of mortgage-backed trading. Derivatives entered into by us, from time to time, may include (i) foreign currency forward contracts; (ii) purchase and sale agreements of TBAs and other forward agency MBS contracts; (iii) other extended settlement trades; (iv) equity options such as calls and puts; and (v) SFAs.

 

In addition to the derivatives noted above, we may from time to time enter into other securities or loan trades that do not settle within the normal securities settlement period. In those cases, the purchase or sale of the security or loan is not recorded until the settlement date.  However, from the trade date until the settlement date, our interest in the security is accounted for as a derivative as either a forward purchase commitment or a forward sale commitment.

 

Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of its carrying amount. Depending on our investment strategy, realized and unrealized gains and losses are recognized in principal transactions and other income or in net trading in our consolidated statements of operations on a trade date basis. 

 

Accounting for Income Taxes

 

We account 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 statements 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 in the period that includes the enactment date.

 

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such a determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

 

Our policy is to record penalties and interest as a component of provision for income taxes in our consolidated statements of operations.

 

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Our voting-controlled subsidiary, the Operating LLC, is treated as a pass-through entity for U.S. federal income tax purposes and in most of the states in which we do business. The Operating LLC is subject to entity level taxes in certain state and foreign jurisdictions. However, as a result of the AFN Merger, we acquired significant deferred tax assets and liabilities and now have significant tax attributes. Effective as of January 1, 2010, we began to be treated as a C corporation for U.S. federal and state income tax purposes.

 

As shown in note 23 to the consolidated financial statements contained herein, we currently have significant recognized as well as unrecognized deferred tax assets. Deferred tax assets should only be recognized to the extent that we determine we can benefit in the future from the asset.  Generally, this determination is based on our estimates of our ability to generate future taxable income.  This determination is complex and subject to judgment.  The determination is ongoing and subject to change. If we were to change this determination in the future, a significant deferred tax benefit or deferred tax expense would be recognized as a component of earnings.

 

Revenue Recognition

 

Net trading 

 

Net trading includes: (i) all gains, losses, interest income, dividend income, and interest expense from securities classified as investments-trading and trading securities sold, not yet purchased; (ii) interest income and expense from collateralized securities transactions; and (iii) commissions and riskless trading profits. Net trading is reduced by margin interest, which is recorded on an accrual basis.  We refer to investments included as a component of investments - trading and trading securities sold, not yet purchased as trading assets.  

 

Riskless trades are transacted through our proprietary account with a customer order in hand, resulting in little or no market risk to us. Transactions that settle in the regular way are recognized on a trade date basis. Extended settlement transactions are recognized on a settlement date basis (although in cases of extended settlement trades, the unsettled trade is accounted for as a derivative between trade and settlement date).  See notes 3 and 10 to our consolidated financial statements included in this Annual Report on Form 10-K.  The investments classified as trading are carried at fair value. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations from third-party pricing services or, when independent broker quotations or market price quotations from third-party pricing services are unavailable, valuation models prepared by our management. The models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. See note 9 to our consolidated financial statements included in this Annual Report on Form 10-K. 

 

Asset management 

 

Asset management revenue consists of management fees earned from Investment Vehicles.  In the case of CDOs, the fees earned by us generally consist of senior, subordinated, and incentive fees.

 

The senior asset management fee is generally senior to all the securities in the CDO capital structure and is recognized on a monthly basis as services are performed. The senior asset management fee is generally paid on a quarterly basis.

 

The subordinated asset management fee is an additional payment for the same services but has a lower priority in the CDO cash flows. If the CDO experiences a certain level of asset defaults and deferrals, these fees may not be paid. There is no recovery by the CDO of previously paid subordinated asset management fees. It is our policy to recognize these fees on a monthly basis as services are performed. The subordinated asset management fee is generally paid on a quarterly basis. However, if we determine that the subordinated asset management fee will not be paid (which generally occurs on the quarterly payment date), we will stop recognizing additional subordinated asset management fees on that particular CDO and will reverse any subordinated asset management fees that are accrued and unpaid. We will begin accruing the subordinated asset management fee again if payment resumes and, in management’s estimate, continued payment is reasonably assured. If payment were to resume but we were unsure of continued payment, we would recognize the subordinated asset management fee as payments were received and would not accrue such fees on a monthly basis.

 

The incentive management fee is an additional payment, made typically after five to seven years of the life of a CDO, which is based on the clearance of an accumulated cash return on investment (“Hurdle Return”) received by the most junior CDO securities holders. It is an incentive for us to perform in our role as asset manager by minimizing defaults and maximizing recoveries. The incentive management fee is not ultimately determined or payable until the achievement of the Hurdle Return by the most junior CDO securities holders. We recognize incentive fee revenue when it is probable and there is not a significant chance of reversal in the future.

 

In the case of Investment Vehicles other than CDOs, generally we earn a base fee and, in some cases, an incentive fee.  Base fees will generally be recognized monthly as services are performed and will be paid monthly or quarterly.  The contractual terms of each arrangement will determine our revenue recognition policy for incentive fees in each case.  However, in all cases, we recognize the incentive fees when they are probable and there is not a significant chance of reversal in the future.

   

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New issue and advisory 

 

New issue and advisory revenue includes: (i) new issue revenue associated with origination fees for newly created financial instruments originated by us; (ii) revenue from advisory services; (iii) underwriting; and (iv) new issue revenue associated with arranging the issuance of and placing newly created financial instruments.  New issue and advisory revenue is recognized when the Company’s performance obligations have been satisfied and collectability is reasonably assured. 

 

Principal transactions and other income 

 

Principal transactions include all gains, losses, and income (interest and dividend) from financial instruments classified as other investments, at fair value and other investments sold, not yet purchased in the consolidated balance sheets.  

 

The investments classified as other investments, at fair value and other investments sold, not yet purchased are carried at fair value. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations or models from third-party pricing services, or, when independent broker quotations or market price quotations or models from third-party pricing services are unavailable, valuation models prepared by management. These models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Dividend income is recognized on the ex-dividend date.

 

Other income / (loss) includes foreign currency gains and losses, interest earned on cash and cash equivalents, interest earned and losses incurred on notes receivable, and other miscellaneous income including revenue from revenue sharing arrangements.

 

Variable Interest Entities 

 

FASB ASC 810, Consolidation (“ASC 810”) contains the guidance surrounding the definition of VIEs, the definition of variable interests, and the consolidation rules surrounding VIEs. In general, VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. As a general matter, a reporting entity must consolidate a VIE when it is deemed to be the primary beneficiary.  The primary beneficiary is the entity that has both (a) the power to direct the matters that most significantly impact the VIE’s financial performance and (b) a significant variable interest in the VIE. 

 

We can potentially become involved with a VIE in three main ways:

 

Our Principal Investing Portfolio 

 

For each investment made within the principal investing portfolio, we assess whether the investee is a VIE and if we are the primary beneficiary.  If we determine the entity is a VIE and we are the primary beneficiary, we will consolidate it.

 

Our Asset Management Activities

 

For each investment management contract we enter into, we will assess whether the entity being managed is a VIE and if we are the primary beneficiary.  If we determine the entity is a VIE and we are the primary beneficiary, we will consolidate it.

 

Our Trading Portfolio 

 

From time to time, we may have an interest in a VIE through the investments we make as part of our trading activities.  Because of the high volume of trading activity in which we engage, we do not perform a formal assessment of each individual investment within our trading portfolio to determine if the investee is a VIE and if we are the primary beneficiary.  Even if we were to obtain a variable interest in a VIE through our trading portfolio, we would not be deemed to be the primary beneficiary for two main reasons: (a) we do not usually obtain the power to direct activities that most significantly impact any investee’s financial performance and (b) a scope exception exists within the consolidation guidance for cases where the reporting entity is a broker-dealer and any control (either as the primary beneficiary of a VIE or through a controlling interest in a voting interest entity) was deemed to be temporary.  In the unlikely case that we obtained the power to direct activities and obtained a significant variable interest in an investee in our trading portfolio that was a VIE, any such control would be deemed to be temporary due to the rapid turnover within the trading portfolio. 

 

Stock Compensation

 

We account for stock compensation according to FASB ASC 718, Stock Compensation (“ASC 718”).  In the periods presented herein, we had three different types of grants that fall under ASC 718. 

 

First, we sometimes grant restricted common stock in Cohen & Company Inc. to employees and directors. These grants vest over a period of time and only have service based vesting criteria.  In these cases, we determine the fair value of the grants by taking the closing stock price of Cohen & Company Inc. on the grant date and multiplying it by the number of restricted shares granted.    We recognize the expense over the service period on a straight-line basis.  We assume no forfeitures up front and record forfeitures as they occur by reducing expense.  The recipient is entitled to dividends that are declared and paid during the vesting period but they are paid only if (and to the extent) the restricted share grant ultimately vests.

 

Second, we sometimes grant operating units of the Operating LLC to employees. These grants also vest over a period of time and only have service based vesting criteria.  Because there is a fixed exchange ratio between units of the Operating LLC and shares of Cohen & Company Inc., the fair value of the grant is calculated by taking the closing stock price of Cohen & Company Inc. on the grant date, adjusting for the exchange ratio, and then multiplying by the number of units of the Operating LLC granted.  We recognize the expense over the service period on a straight-line basis.  We assume no forfeitures up front and record forfeitures as they occur by reducing expense.  The recipient is entitled to distributions that are declared and paid during the vesting period but they are paid only if (and to the extent) the unit grant ultimately vests.

 

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Third, employees sometimes invest in the membership interests of consolidated SPAC sponsor entities (the Insurance SPAC Sponsor Entities, the Insurance SPAC II Sponsor Entities, and the Insurance SPAC III Sponsor Entities).  Because these entities are consolidated and the employees are investing in the consolidated company's non-controlling interest, these equity interests fall under ASC 718.  Generally, the employee invests a de minimis amount and receives an allocation of the founder shares held by the sponsor entity.  The investment does not have any explicit vesting criteria associated with it.  Generally, the employee's investment will be worthless if the SPAC is liquidated and it will become worth something if the SPAC completes its business combination.  Therefore, we treat these grants as having a performance condition (i.e. the completion of the SPAC business combination).  Further, at the time of the investments, we treat this performance condition as being non-probable.  The effect of this is that we record no expense related to these investments until (and only if) the business combination is completed.  Upon completion of the business combination, we record compensation expense in an amount equal to the fair value of the grant.  The fair value of the grant is equal to the public trading price of the SPAC on the date of the grant adjusted for certain sale restrictions imposed on the shares the employee receives (generally, they are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable).  We use a Monte Carlo simulation model to determine the appropriate discount to place on shares that are subject to hurdle prices.  The compensation amount is recorded with an offsetting credit to non-controlling interest.  From that point forward, the shares received by the employee are treated as part of the non-controlling interest and allocated income, expense, gains, and losses accordingly until the applicable sponsor entity is liquidated or otherwise de-consolidated.   

 

Investments in Special Purpose Acquisition Companies ("SPACs") Sponsor Entities

 

We invest in the sponsor entities of SPACs.  The sponsor entities are limited liability companies (each an "LLC") that pool their members' interests and invest in the private placement and founder shares (together, sponsor shares) of a SPAC.  The SPAC will also raise funds in a public offering and seek to complete a business combination within an agreed upon time frame.  The SPAC will use the proceeds raised from the sponsor shares to pay transaction and operating expenses during the period it is seeking a business combination.  The proceeds of the public offering are placed in an interest bearing trust and can only be used to complete the business combination and pay taxes on the interest earned.  Generally, the public investors must approve any business combination prior to its effectiveness.  If a business combination is not completed within the agreed upon time frame, the SPAC will liquidate and return the public investors' investment to them.  If there are funds remaining after liquidation, the sponsor entities may receive some portion of their investment back, but it is likely they will suffer a total loss of their investment.  If the business combination is completed, the sponsor entities' private placement in the SPAC will entitle them to a combination of unrestricted common, restricted common, and (in some cases) warrants of the post-business combination SPAC (which is a publicly traded company).  The following summarizes our accounting policies related to our investments in these entities:

 

• The sponsor entities are LLCs that give all important decision making rights to their respective managing member.  Furthermore, the other members of the LLC cannot replace the managing member.  Accordingly, we concluded that the sponsor entities are VIEs and the managing member has the power to direct its most important economic activities.  In all cases where we are the managing member of a sponsor entity, we also have had a significant economic interest in such sponsor entity and therefore consolidate such sponsor entity.  
• In all cases where we consolidated a sponsor entity, we determined that the sponsor entity's private placement investment in the SPAC that it sponsors should be treated as an equity method investment during the SPAC's pre-business combination period.  Furthermore, due to the difficulty of determining the fair value of such an investment in the SPAC's pre-business combination period, we have chosen to not elect the fair value option.
• If a SPAC completes its business combination, the sponsor entity's investment in the SPAC will be converted to a combination of unrestricted and restricted shares in the post-business combination SPAC.  At this point (assuming we consolidate the sponsor entity), we will account for the shares received at fair value.  We will reclassify any remaining equity method investment balance to other investments, at fair value and record principal transactions income for the difference.  We will record non-controlling interest expense for the SPAC shares that are distributable to the non-controlling interest holders of the sponsor entity.  The fair value of the unrestricted shares received is equal to the public trading price of the SPAC on the date of the business combination.  The fair value of the restricted shares received is adjusted downwards from the public trading price for certain sale restrictions imposed  (generally, they are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable).  We use a Monte Carlo simulation model to determine the appropriate discount to place on shares that are subject to hurdle prices.  In the case of a SPAC business combination where we consolidate the sponsor entity, generally there is also an equity-based compensation entry to be recorded at the date of the business combination.  See the equity-based compensation section above.  We will continue to mark the sponsor entity's investment in the SPAC to market and record principal transactions income or loss and offsetting non-controlling interest income or expense until the sponsor entity itself distributes all of the SPAC shares it owns to its members and liquidates.  At that point, we will hold the SPAC shares directly (rather than through a consolidated subsidiary) and will record principal transaction income and loss until the SPAC shares themselves are liquidated.  
• We also invest in sponsor entities that we do not consolidate because we are not the managing member of such sponsor entity or otherwise do not have the power to direct the sponsor entity's most important activities.  In these cases, we treat our investment in the sponsor entity as an equity method investment.  Furthermore, due to the difficulty of determining the fair value of such an investment in the applicable SPAC's pre-business combination period, we have chosen to not elect the fair value option.
• If a SPAC completes a business combination and we have an equity method investment in the associated sponsor entity, the sponsor entity will record income equal to the difference between the fair value of the restricted and unrestricted shares it will receive and the carrying value of its equity method investment in the SPAC.  We will recognize our share of this gain as income from equity method affiliates.  The sponsor entity will continue to mark its investment in the SPAC to market after the business combination and we will recognize our share of the change in fair value as income or loss from equity method affiliates.  Once the sponsor entity distributes our allocable share of the SPAC shares it owns, we will reclassify our investment from investment in equity method affiliate to other investments, at fair value as we will then hold the SPAC shares directly (rather than through an equity method investee).  We will then record principal transactions income and loss until the SPAC shares themselves are liquidated.
• If a SPAC liquidates and we have an investment in it (either directly in the case of consolidated sponsor entities or indirectly in the case of equity method sponsor entities), we will write-off our remaining equity method balance and record a loss on the equity method investment.  In the case of consolidated sponsor entities, we will also record an offsetting entry to non-controlling interest.  

   

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Share Forward Arrangements

 

We have also engaged in several transactions known as “share forward arrangements” (“SFAs”). In a typical SFA transaction, we acquire an interest in a publicly traded company (referred to as the “SFA Counterparty”) through open market purchases, direct acquisitions from the SFA Counterparty, or a combination thereof. These interests can take the form of unrestricted common shares, restricted common shares, equity derivatives, or fair value receivables. Upon acquiring these interests, we enter into an SFA derivative arrangement with the SFA Counterparty. In cases where we acquire our interests in the SFA Counterparty through open market purchases, the SFA generally requires an up-front payment to us from the SFA Counterparty. The amount of this up-front payment equals the cost we paid for our interests in the SFA Counterparty, less a shortfall amount in certain cases. To fund the shortfall portion of the initial investment, we will utilize available cash on hand or available financing. The SFA stipulates that we must make a payment to the SFA Counterparty on a certain maturity date. Depending on the terms of the SFA, this payment may be made in cash, by returning the interests we acquire in the SFA Counterparty, or through a combination of both. In some cases, the SFA requires the payment to be made exclusively in cash. Importantly, the SFA does not obligate us to hold the interests which we acquired in the SFA Counterparty. Following the execution of the SFA, we are free to sell the interests we acquired in the SFA Counterparty (assuming the interests themselves are not restricted from transfer). Additionally, SFAs generally include a feature whereby if we hold the interests we acquired in the SFA Counterparty until maturity or another agreed-upon date, we become eligible to receive an additional payment from the SFA Counterparty, either in cash or in additional interests in the SFA Counterparty. Such a payment is known as the “Maturity Consideration.” Furthermore, SFAs usually include a provision allowing us to terminate the SFA, either in whole or in part, before its maturity by making an agreed-upon payment based on an amount defined in the SFA (the “Reset Price”). The Reset Price may either remain fixed throughout the term of the SFA, or fluctuate based on certain calculations within the SFA. SFAs also impose various obligations on the SFA Counterparty, which may include registering a predetermined number of the interests in the SFA Counterparty (subject to the SFA) with the SEC, maintaining the listing of the SFA Counterparty securities on a national exchange, and/or that the closing price of the SFA Counterparty’s shares on the public exchange does not fall below a predetermined price for a specific period of time. If any of these SFA Counterparty obligations are breached or not satisfied, we may have the right to terminate the SFA and accelerate the payment of the Maturity Consideration upon termination. The SFAs provide the right of set off in the case of Maturity Consideration, thereby allowing us to keep the interests we hold in the SFA Counterparty and offset the Maturity Consideration we are owed following termination of the applicable SFA.

 

We account for SFA transactions as follows:

 

 

●

The interests in public companies that we own are carried at fair value. Refer to note 9 for further details on determining the fair value of unrestricted common shares, restricted common shares, equity derivatives, or fair value receivables.

 

 

●

The derivative obligation arising from the SFA is also carried at fair value. Fair value represents the amount we would need to pay to settle the SFA obligation at any reporting period date. If the SFA provides us with multiple methods of settling the obligation, we will choose the most advantageous one to value the derivative obligation. In performing this calculation, only settlement methods contractually available to us at the reporting date will be considered (i.e., ones available at some future date will not be considered). For instance, if we may terminate the SFA early by either returning common shares or making a cash payment based on the Reset Price, the liability will be valued at the lower of: (i) the fair value of the common shares and (ii) the cash amount based on the Reset Price.

 

 

●

We do not recognize any Maturity Consideration as revenue until it is earned under the contract, either by meeting the hold period requirement or due to a breach of obligation by the SFA Counterparty that enables us to terminate the SFA early.  

 

 

●

In cases where we earn Maturity Consideration and the amount we are owed exceeds the fair value of the interest we own that is available to offset, we will consider the probability of payment of the remaining Maturity Consideration based on the credit quality of the SFA Counterparty and general market conditions.  If we determine that the collection of the remaining Maturity Consideration owed is not probable, we will not record the unpaid portion.  

 

 

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Recent Accounting Pronouncements

 

The following is a list of recent accounting pronouncements that, we believe, will have a continuing impact on our financial statements going forward. For a more complete list of recent pronouncements, see note 3 to our consolidated financial statements included in this Annual Report on Form 10-K.

 

In August 2023, the FASB issued ASU 2023-05,  Business Combinations— Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.  The ASU applies to the formation of entities that meet the definition of a joint venture (or a corporate joint venture) as defined in the FASB Accounting Standards Codification Master Glossary. The amendments in the ASU require that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value. The ASU is effective on a prospective basis for all joint ventures with a formation date on or after January 1, 2025. Early adoption of ASU No. 2023-05 is permitted in any interim or annual period in which financial statements have not yet been issued. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.

 

In October 2023, the FASB issued ASU 2023-06 , Disclosure Improvements— Codification Amendments in Response to the Securities and Exchange Commission (“ SEC’” ) Disclosure Update and Simplification Initiative. These amendments clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB accounting standard codification with the  SEC’s regulations.  The ASU will be effective on the date the related disclosure are removed from Regulation S-X or Regulation S-K by the SEC  and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027.  Early adoption in not permitted. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements, which, is not expected to be material.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740 ). The amendments in this ASU address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this ASU are effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-01,  Compensation— Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The ASU provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for as share-based payment arrangements in accordance with FASB Accounting Standards Codification (FASB ASC) 718, Compensation-Stock Compensation.  The ASU is effective for public business entities for annual periods beginning after December 15, 2024 and interim periods with those annual periods. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-02,  Codification Improvements — Amendments to Remove References to the Concepts Statements. The ASU amends the Codification to remove references to various concepts statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. We do not expect the adoption of this ASU to have a significant impact on our consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-03,  Income Statement —  Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statements.  The ASU is effective for all entities for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-04,  Debt—  Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.

 

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ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

All amounts in this section are in thousands unless otherwise noted.

 

Market Risk

 

Market risk is the risk of economic loss arising from the adverse impact of market changes to the market value of our trading and investment positions. Market risk is inherent to both derivative and non-derivative financial instruments, and accordingly, the scope of our market risk management procedures extends beyond derivatives to include all market risk sensitive financial instruments. For purposes of analyzing the components of market risk, we have broken out our investment portfolio into three broad categories, plus debt as described below.

 

Fixed Income Securities: We hold, from time to time, the following securities: U.S. Treasury securities, U.S. government agency MBS, U.S. government agency debt securities, CMOs, non-government MBS, corporate bonds, non-redeemable and redeemable preferred stock, municipal bonds, certificates of deposits, residential loans, whole loans, and unconsolidated investments in the middle and senior tiers of securitization entities and TruPS. We attempt to mitigate our exposure to market risk by entering into economic hedging transactions, which may include TBAs. The fixed income category can be broadly broken down into two subcategories: fixed rate and floating rate.

 

Floating rate securities are not in themselves particularly sensitive to interest rate risk. As they generally accrue interest income at a variable rate, the movement in interest rates typically does not impact their fair value. Fluctuations in their current income due to variations in interest rates are generally not material to us. Floating rate securities are subject to other market risks such as: default risk of the underlying issuer, changes in the issuer’s credit spreads, prepayment rates, investor demand, and supply of securities within a particular asset class or industry class of the ultimate obligor. The sensitivity to any individual market risk can be difficult to quantify.

 

The fair value of fixed rate securities is sensitive to changes in interest rates. However, fixed rate securities that have low credit ratings or represent junior interests in securitizations are not particularly interest rate sensitive. In general, when we acquire interest rate sensitive securities, we enter into an offsetting short position for a similar fixed rate security. Alternatively, we may enter into other interest rate hedging arrangements such as interest rate swaps or Eurodollar futures. We measure our net interest rate sensitivity by determining how the fair value of our net interest rate sensitive assets would change as a result of a 100 basis points (“bps”) adverse shift across the entire yield curve. Based on this analysis, as of December 31, 2024, we would have incurred a loss of $3,159 if the yield curve rose 100 bps across all maturities and a gain of $3,156 if the yield curve fell 100 bps across all maturities. As of December 31, 2023, we would have incurred a loss of $1,368 if the yield curve rose 100 bps across all maturities and a gain of $1,364 if the yield curve fell 100 bps across all maturities.

 

Equity Securities: We hold equity interests in both public and private entities.  These investments are subject to equity price risk. Equity price risk results from changes in the level or volatility of underlying equity prices, which affect the value of equity securities or instruments that in turn derive their value from a particular stock. We also hold a significant amount of equity in public companies that recently completed a merger with a SPAC we sponsored or invested in.  A significant portion of the equity we hold in these types of entities are subject to sale restrictions.  We attempt to reduce the risk of loss inherent in our inventory of equity securities by closely monitoring those security positions or in some cases entering into derivatives trades to hedge this exposure.  We also have had equity investments in entities where the investment is denominated in a foreign currency, or where the investment is denominated in U.S. Dollars but the investee primarily makes investments in foreign currencies.  The fair values of these investments are subject to change as the spot foreign exchange rate between these currencies and the U.S. Dollar (our functional currency) fluctuates. We may, from time to time, enter into foreign exchange rate derivatives to hedge all or a portion of this risk. We measure our net equity price sensitivity and foreign currency sensitivity by determining how the net fair value of our equity price sensitive and foreign exchange sensitive assets would change as a result of a 10% adverse change in equity prices or foreign exchange rates.  Based on this analysis, as of December 31, 2024, our equity price sensitivity was $1,189 and our foreign exchange currency sensitivity was $0.  As of December 31, 2023, our equity price sensitivity was $1,383 and our foreign exchange currency sensitivity was $0.

 

Other Securities: These investments are primarily made up of residual interests in securitization entities. The fair value of these investments will fluctuate over time based on a number of factors including, but not limited to, liquidity of the investment type, the credit performance of the individual assets and issuers within the securitization entity, the asset class of the securitization entity and the relative supply of and demand for investments within that asset class, credit spreads in general, the transparency of valuation of the assets and liabilities of the securitization entity, and investors’ view of the accuracy of ratings prepared by the independent rating agencies. The sensitivity to any individual market risk cannot be quantified.

 

Debt: In addition to the risks noted above, we incur interest rate risk related to our debt obligations. We have debt that accrues interest at either variable rates or fixed rates. As of December 31, 2024, a 100 bps change in the three-month SOFR would have resulted in a change in our annual cash to be paid for interest in the amount of $481. A 100 bps adverse change in the market yield to maturity would have resulted in an increase in the fair value of the debt in the amount of $2,618 as of December 31, 2024.  

   

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Counterparty Risk and Settlement Risk 

 

We are subject to counterparty risk primarily in two areas: (1) our collateralized securities transactions described in note 11 to our consolidated financial statements included in this Annual Report on Form 10-K and (2) our TBA and other forward agency MBS activities described in note 10 to our consolidated financial statements included in this Annual Report on Form 10-K. With respect to the matched book repo financing activities, our risk is that the counterparty does not fulfill its obligation to repurchase the underlying security when it is due. In this case, we would typically liquidate the underlying security, which may result in a loss if the security has declined in value in relation to the balance due from the counterparty under the reverse repurchase agreement.

 

With respect to our TBA and other forward agency MBS activities, our risk is that the counterparty does not settle the TBA trade on the scheduled settlement date. In this case, we would have to execute the trade, which may result in a loss based on market movement in the value of the underlying trade between its initial trade date and its settlement date (which in the case of TBAs can be as long as 90 days). If we were to incur a loss under either of these activities, we have recourse to the counterparty pursuant to the underlying agreements.

 

Finally, we have general settlement risk in all of our regular way fixed income and equity trading activities. If a counterparty fails to settle a trade, we may incur a loss in closing out the position and would be forced to try to recover this loss from the counterparty. If the counterparty has become insolvent or does not have sufficient liquid assets to reimburse us for the loss, we may not get reimbursed.

 

How we manage these risks

 

Market Risk

 

We seek to manage our market risk by utilizing our underwriting and credit analysis processes that are performed in advance of acquiring any investment. In addition, we continually monitor our investments on a daily basis.  We perform an in-depth monthly analysis on all our investments and our risk committee meets on a weekly basis to review specific issues within our portfolio and to make recommendations for dealing with these issues. In addition, our broker-dealer has an assigned chief risk officer that reviews the firm’s positions and trading activities on a daily basis.

 

Counterparty Risk

 

We seek to manage our counterparty risk primarily through two processes. First, we perform a credit assessment of each counterparty to ensure the counterparty has sufficient equity, liquidity, and profitability to support the level of trading or lending we plan to do with them. Second, we may require counterparties to post cash or other liquid collateral (“margin”) to support changes in the market value of the underlying securities or trades on an ongoing basis.

 

In the case of collateralized securities financing transactions, we will generally lend less than the market value of the underlying security initially. The difference between the amount lent and the value of the security is referred to as the haircut. We will seek to maintain this haircut while the loan is outstanding. If the value of the security declines, we will require the counterparty to post margin to offset this decline. If the counterparty fails to post margin, we will sell the underlying security. The haircut serves as a buffer against market movements to prevent or minimize a loss.

 

In the case of TBA and other forward agency MBS activities, we sometimes require counterparties to post margin with us in case the market value of the underlying TBA trade declines. If the counterparty fails to post margin, we will close out the underlying trade. In the case of TBA and other forward agency MBS activities, we will sometimes obtain initial margin or a cash deposit from the counterparty that serves a purpose similar to the haircut as an additional buffer against losses. However, some of our TBA and other forward agency MBS activities are done without initial margin or cash deposits.

 

Risks Related to our Matched Book Repo Business 

 

We enter into repurchase and reverse repurchase agreements as part of our matched book repo business.  In general, we will lend money to a counterparty after obtaining collateral securities from that counterparty pursuant to a reverse repurchase agreement.  We will borrow money from another counterparty using those same collateral securities pursuant to a repurchase agreement.  We seek to earn net interest income on these matched transactions. 

 

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In our gestation repo business, we will generally ensure that the maturity dates of our reverse repurchase agreements match the maturity dates of the matched repurchase agreements.  Because our maturities are matched, we can pass along any changes in funding terms imposed upon us by our repurchase agreement counterparty to our reverse repurchase agreement counterparty.  Therefore, we are not exposed to a great deal of interest rate or funding risk.  The main risk we are exposed to is credit risk. We manage this risk by obtaining collateral in excess of the contractual repo balance and performing credit reviews of counterparties and updating them on a routine basis.  

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The financial statements of the Company, the related notes and schedules to the financial statements, together with the Report of Independent Registered Public Accounting Firm thereon, are set forth beginning on page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A.

CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We have established and maintain disclosure controls and procedures that are designed to ensure that material information relating to the Company (and its consolidated subsidiaries) required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, who certify our financial reports, and to other members of senior management and the board of directors. Under the supervision and with the participation of our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2024. Based on that evaluation, the chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were effective at December 31, 2024.  

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as described in the revised (2013) version in Internal Control-Integrated Framework. Based on this assessment, management believed that, as of December 31, 2024, our internal control over financial reporting was effective.

  

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This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s auditors pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

ITEM 9B.

OTHER INFORMATION.

 

Trading Plans

 

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

 

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS.

 

Not applicable.

 

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PART III



ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.



Our board of directors has adopted the Code of Conduct applicable to all directors, officers, and employees of the Company. The Code of Conduct is free and available on our website at http://cohenandcompany.com/investor-relations/corporate-governance/code-of-conduct/ and the Company intends to satisfy the disclosure requirements under Item 5.05 of the SEC’s Current Report on Form 8-K regarding amendments to, or waivers from, the Code of Conduct by posting such information on its website. 

 

The information required by Item 10 is included in the sections entitled “Executive Officers,” “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance and Board of Directors Information” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

 

Insider Trading Arrangements and Policies

 

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our Insider Trading Policy is filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 

 

ITEM 11.

EXECUTIVE COMPENSATION.



The information required by Item 11 is included in the sections entitled “Executive Compensation” and “Compensation of Directors” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

 

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



 

The information required by Item 12 with respect to the “Share Ownership of Certain Beneficial Owners and Management” and "Executive Compensation" is included in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

 

The following table provides information regarding the 2020 Long-Term Incentive Plan as of December 31, 2024.  

  

   

(a)

    

(b)

    

(c)

  
   

Number of securities to be issued upon the exercise of outstanding options, warrants and rights (1)

    

Weighted-average exercise price of outstanding options, warrants, and rights

    

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

  

Equity compensation plans approved by security holders

     -       -       385,400  

Equity compensation plans not approved by security holders

     -       -       -  

Total

     -       -       385,400  

 

  

(1)

See note 22 to our consolidated financial statements included in this Annual Report on Form 10-K for further information regarding the 2020 Long-Term Incentive Plan.

 

The remainder of the information required by Item 12 is included in the Section entitled “Share Ownership of Certain Beneficial Owners and Management” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.



The information required by Item 13 is included in the sections entitled “Certain Relationships and Related Party Transactions” and “Corporate Governance and Board of Directors Information — Director Independence” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

 

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.



The information required by Item 14 is included in the sections entitled “Principal Accounting Firm Fees” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

  

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PART IV

 

ITEM  15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(F) a) Documents filed as a part of this Annual Report on Form 10-K:

 

(F) 1) The following financial statements of the Company are included in Part II, Item 8 of this Annual Report on Form 10-K:

  

(i)

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)

F-2

(ii)

Consolidated Balance Sheets as of December 31, 2024 and 2023

 F-3

(iii)

Consolidated Statements of Operations and Comprehensive Income / (Loss) for the years ended December 31, 2024, 2023 and 2022

 F-4

(iv)

Consolidated Statement of Changes in Equity for the years ended December 31, 2024, 2023 and 2022

 F-5

(v)

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 F-6

(vi)

Notes to Consolidated Financial Statements as of December 31, 2024

 F-7

(2)

Schedules to Consolidated Financial Statements:

  

I.

Condensed Financial Information of Registrant

 F-82

 

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(b) Exhibit List

 

The following exhibits are filed as part of this Annual Report on Form 10-K:

 

 

 

Exhibit No.

Description

 

 

2.1

 

Agreement and Plan of Merger, dated as of February 20, 2009, by and among Alesco Financial Inc., Fortune Merger Sub, LLC and Cohen Brothers, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2009). #



 

2.2

Amendment No. 1 to Agreement and Plan of Merger, dated as of June 1, 2009, by and among Alesco Financial Inc., Fortune Merger Sub, LLC, Alesco Financial Holdings, LLC, and Cohen Brothers, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K  filed with the SEC on June 2, 2009). #



 

2.3

Amendment No. 2 to Agreement and Plan of Merger, dated as of August 20, 2009, by and among Alesco Financial Inc., Alesco Financial Holdings, LLC and Cohen Brothers, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K  filed with the SEC on August 20, 2009). #



 

2.4

Amendment No. 3 to Agreement and Plan of Merger, dated as of September 30, 2009, by and among Alesco Financial Inc., Alesco Financial Holdings, LLC, and Cohen Brothers, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2009).



 

2.5

Purchase and Contribution Agreement, dated as of September 14, 2010, by and among Cohen & Company Inc., Cohen Brothers, LLC, JVB Financial Holdings, L.L.C., the Sellers Listed on Annex I thereto and the Management Employees, as defined therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K  filed with the SEC on September 14, 2010). #



 

2.6

Amendment No. 1 to Purchase and Contribution Agreement, dated as of October 29, 2010, by and among Cohen & Company Inc., Cohen Brothers, LLC, JVB Financial Holdings, L.L.C., the Sellers listed on Annex I to the original Purchase and Contribution Agreement, dated as of September 14, 2010, and the Management Employees as defined in the original Purchase and Contribution Agreement, dated as of September 14, 2010 (incorporated by reference to Exhibit 2.6 to the Company’s Annual Report on Form 10-K  filed with the SEC on March 4, 2011).



 

2.7

Amendment No. 2 to Purchase and Contribution Agreement, dated as of December 27, 2010, by and among Cohen & Company Inc., Cohen Brothers, LLC, JVB Financial Holdings, L.L.C., the Sellers listed on Annex I to the original Purchase and Contribution Agreement, dated as of September 14, 2010, and the Management Employees as defined in the original Purchase and Contribution Agreement, dated as of September 14, 2010 (incorporated by reference to Exhibit 2.7 to the Company’s Annual Report on Form 10-K  filed with the SEC on March 4, 2011).



 

2.8

Amendment No. 3 to Purchase and Contribution Agreement, dated as of January 11, 2011, by and among Cohen & Company Inc., Cohen Brothers, LLC, JVB Financial Holdings, L.L.C., the Sellers listed on Annex I to the original Purchase and Contribution Agreement, dated as of September 14, 2010, and the Management Employees as defined in the original Purchase and Contribution Agreement, dated as of September 14, 2010 (incorporated by reference to Exhibit 2.8 to the Company’s Annual Report on Form 10-K  filed with the SEC on March 4, 2011). #



 

2.9

Contribution Agreement, dated as of April 19, 2011, by and among IFMI, LLC, PrinceRidge Partners LLC and PrinceRidge Holdings LP (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K  filed with the SEC on April 25, 2011).



 

2.10

Securities Purchase Agreement, dated as of February 20, 2014, by and among IFMI, LLC, Cohen Asia Investments Ltd., Dekania Investors, LLC, Star Asia Management Ltd., Star Asia Capital Management, LLC, Star Asia Advisors Ltd., Star Asia Advisors II Ltd., Star Asia Partners Ltd., Star Asia Partners II Ltd., an investment vehicle managed by Taro Masuyama and Malcolm MacLean, for purposes of Section 7.1 thereof only, Taro Masuyama and Malcolm MacLean, and, for purposes of Section 7.2 thereof only, Institutional Financial Markets, Inc. and Daniel G. Cohen (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2014). #



 

3.1

Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed with the SEC on February 6, 2004).

  

3.2

Articles of Amendment changing name to Alesco Financial Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3 filed with the SEC on October 20, 2006).



 

3.3

Articles of Amendment to Effectuate a Reverse Stock Split (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).



 

3.4

Articles of Amendment to Set Par Value (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).



 

3.5

Articles Supplementary — Series A Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).



 

3.6

Articles Supplementary — Series B Voting Non-Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).



 

3.7

Articles of Amendment to change Name to Cohen & Company Inc. (incorporated by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).



 

3.8

Articles Supplementary — Series C Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2009).
   
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3.9

Articles of Amendment Changing Name to Institutional Financial Markets, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 24, 2011).



 

3.10

By-laws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2005).



 

3.11

Articles Supplementary — Series D Voting Non-Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2012).



 

3.12

Articles Supplementary — Series E Voting Non-Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).



 

3.13

Articles of Amendment Changing Name to Cohen & Company Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2017).



 

3.14

Articles of Amendment to Effectuate a Reverse Stock Split and to Set Par Value (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2017).



 

3.15

Cohen & Company Inc. Articles Supplementary Series F Voting Non-Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2019).



 

4.1

Form of 10.50% Contingent Convertible Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 26, 2011).



 

4.2

Junior Subordinated Indenture, dated as of June 25, 2007, by and between Alesco Financial Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2007).



 
4.3 Supplemental Indenture No. 1 to Junior Subordinated Indenture, dated January 26, 2024, by and between Cohen & Company Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2024).
   

4.4

Form of Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010).



 

4.5

Registration Rights Agreement, dated as of May 9, 2013, by and among the Company, Cohen Bros. Financial, LLC and Mead Park Capital Partners LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).



 

4.6

Form of Indenture (incorporated by reference to Exhibit 4.18 to the Company’s Registration Statement on Form S-3 filed with the SEC on February 14, 2014).

  

4.7

Section 382 Rights Agreement, dated as of January 2, 2024, between Cohen & Company Inc. and Computershare Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2024).



 

4.8

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*



 

10.1

Management Agreement, dated as of January 31, 2006, by and between Alesco Financial Trust and Cohen Brothers Management, LLC (incorporated by reference to Annex E to the Company’s Proxy Statement on Schedule 14A filed with the SEC on September 8, 2006).



 

10.2

Form of Restricted Share Award Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2007).



 

10.3

Form of Indemnification Agreement by and between Alesco Financial Inc. and each of its directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2006).



 

10.4

Employment Agreement between Cohen Brothers, LLC and Joseph W. Pooler, Jr., dated as of May 7, 2008 (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-4 filed with the SEC on June 2, 2009). +



 

10.5

Amendment No. 1 to Employment Agreement between Cohen Brothers, LLC and Joseph W. Pooler, Jr., dated as of February 20, 2009 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-4 filed with the SEC on June 2, 2009). +



 

10.6

Amendment No. 2 to Employment Agreement between Joseph W. Pooler, Jr. and Cohen Brothers, LLC, dated as of February 18, 2010 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010). +



 
10.7 Amendment No. 3 to Employment Agreement, dated February 3, 2021, by and between Cohen & Company, LLC and Joseph W. Pooler, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2021).
   

10.8

Alesco Financial Inc. Cash Bonus Plan (incorporated by reference to Annex B to Alesco Financial Inc.’s Amendment No. 1 to the Registration Statement on Form S-4 filed with the SEC on August 20, 2009). +



 

10.9

Amended and Restated Limited Liability Company Agreement of Cohen Brothers, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).
   
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10.10

Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of IFMI, LLC, dated as of June 20, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2011).



 

10.11

Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of IFMI, LLC, dated as of May 9, 2013 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).



 

10.12

Amendment No. 3 to Amended and Restated Limited Liability Company Agreement, dated October 30, 2019, by and among each of the Members set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).



 
10.13 Amendment No. 4 to Amended and Restated Limited Liability Company Agreement, dated September 25, 2020, by and among each of the Members set forth on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2020).
   
10.14 Amendment No. 5 to Amended and Restated Limited Liability Company Agreement, dated December 20, 2021, by and among each of the Members set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021)
   

10.15

Amended and Restated Employment Agreement, dated as of May 9, 2013, by and among IFMI, LLC, Institutional Financial Markets, Inc., Daniel G. Cohen, C&Co/PrinceRidge Holdings LP and C&Co/PrinceRidge Partners LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).+



 
10.16 Amendment No. 1 to Amended and Restated Employment Agreement, dated May 24, 2022, by and among Cohen & Company Inc., Cohen & Company, LLC, Daniel G. Cohen, J.V.B. Financial Group Holdings, LP and C&Co/Prince Ridge Partners LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 25, 2022). +
   

10.17

2010 Executive Officers’ Cash Bonus Plan (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010). +
   

10.18

Form of Award for 2010 Executive Officers’ Cash Bonus Plan (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010). +

  

10.19

Second Amended and Restated Institutional Financial Markets, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2013). +



 

10.20

Amendment No. 1 to Second Amended and Restated Institutional Financial Markets, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the SEC on November 10, 2016).



 

10.21

Form of Restricted Stock Award under Institutional Financial Markets, Inc.  2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2011). +



 

10.22

Second Amended and Restated Institutional Financial Markets, Inc. 2010 Long-Term Incentive Plan Non-Qualified Stock Option Award, dated as of November 30, 2013, by and between Institutional Financial Markets, Inc. and Lester R. Brafman (incorporated by reference to Exhibit 10.73 to the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2014).



 

10.23

Second Amended and Restated Institutional Financial Markets, Inc. 2010 Long-Term Incentive Plan Non-Qualified Stock Option Award, dated as of November 30, 2013, by and between Institutional Financial Markets, Inc. and Lester R. Brafman (incorporated by reference to Exhibit 10.74 to the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2014).



 

10.24

Securities Purchase Agreement, dated as of May 9, 2013, by and between Institutional Financial Markets, Inc. and Cohen Bros. Financial, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).



 

10.25

Preferred Stock Exchange Agreement, dated as of May 9, 2013, by and among Institutional Financial Markets, Inc., Cohen Bros. Financial, LLC and Daniel G. Cohen (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).



 

10.26

Investment Agreement, dated as of October 3, 2016, by and between IFMI, LLC and JKD Capital Partners I LTD (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2016).



 

10.27

Amendment No. 1 to Investment Agreement, dated as of March 6, 2019, by and between Cohen & Company, LLC and JKD Capital Partners I LTD (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 10-K filed with the SEC on March 8, 2019).



 
10.28 Amendment No. 2 to Investment Agreement, date February 13, 2023, by and between Cohen and Company, LLC and JKD Capital Partners I LTD. (incorporated by reference to Exhibit 10.28 of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 9, 2023



 

10.29

Convertible Senior Secured Promissory Note, dated March 10, 2017, issued by IFMI, LLC to DGC Family Fintech Trust in the aggregate principal amount of $15,000,000 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2017).



 
10.30 Amendment No. 1 to Convertible Senior Secured Promissory Note, dated September 25, 2020, by and between Cohen & Company, LLC and the DGC Family Fintech Trust (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2020).
   

 

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10.32

Investment Agreement, dated September 29, 2017, by and between Cohen & Company, LLC and the DGC Family Fintech Trust (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2017).



 

10.31

Securities Purchase Agreement, dated as of December 30, 2019, by and among Cohen & Company Inc., Cohen & Company, LLC, Daniel G. Cohen and the DGC Family Fintech Trust (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2019).



 
10.32 Amendment No. 1 to Securities Purchase Agreement, dated September 25, 2020, by and among Cohen & Company Inc., Cohen & Company, LLC, Daniel G. Cohen and the DGC Family Fintech Trust (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2020).
   

10.33

Note Purchase Agreement, dated as of January 31, 2020, by and among Cohen & Company, LLC, JKD Capital Partners I LTD and RN Capital Solutions LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2020).



 

10.34

Amended and Restated Senior Promissory Note, dated January 31, 2022, issued by Cohen & Company, LLC to JKD Capital Partners I LTD in the aggregate principal amount of $4,500,000 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2022).

  

10.35 Amendment No. 1 to Amended and Restated Senior Promissory Note, dated January 5, 2024, by and between Cohen & Company, LLC and JKD Capital Partners I LTD. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2024).
   

10.36

Cohen & Company Inc. Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2020).



 
10.37 Cohen & Company Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2020).
   
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10.38 Amendment No. 1 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan, dated April 1, 2021, to the original Cohen & Company Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 13, 2021).
   
10.39 Amendment No. 2 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan, dated March 29, 2022, to the original Cohen & Company Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 14, 2022).
   
10.40 Form of Restricted Stock Award under Cohen & Company Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.53 to the Company's Annual Report on Form 10-K filed with the SEC on March 5, 2021).
   
10.41 Second Amended and Restated Revolving Note and Cash Agreement, dated December 21, 2022, by and between J.V.B. Financial Group, LLC and Byline Bank (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2022).
   
10.42 Third Amended and Restated Loan Agreement, dated June 9, 2023, by and between J.V.B. Financial Group, LLC and Byline Bank (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 9, 2023).
   
10.43 First Amendment to Third Amended and Restated Loan Agreement, dated December 22, 2023, by and between J.V.B. Financial Group, LLC and Byline Bank (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2023).
   
10.44 Second Amendment to Third Amended and Restated Loan Agreement, dated June 18, 2024, by and between J.V.B. Financial Group, LLC and Byline Bank (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on June 18, 2024). 
   
10.45 Equity Distribution Agreement, dated October 5, 2023, by and between Cohen & Company Inc. and Northland Capital Markets (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2023).
 
   
10.46  Redemption Agreement, dated September 23, 2024 and effective September 1, 2024, by and between Cohen & Company, LLC and JKD Capital Partners I LTD. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024)
   
10.47 Senior Promissory Note, dated September 1, 2024, issued by Cohen & Company, LLC to JKD Capital Partners I LTD in the aggregate principal amount of $5,145,926.67 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024).
   

14.1

Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010).



 
19 Company Insider Trading Policy *
   

21.1

List of Subsidiaries. *



 

23.1

Consent of Grant Thornton, LLP, Independent Registered Public Accounting Firm, regarding the financial statements of Cohen & Company, Inc. *



 

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.  *



 

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. *



 

32.1

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. *



 

32.2

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. *



 
97.1 Cohen & Company, Inc. Incentive Compensation Policy. *
 
   

101

Interactive data files pursuant to Rule 405 of Regulation S-T formatted inline XBRL: (i) the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations and Comprehensive Income / (Loss) for the Year Ended December 31, 2024, 2023 and 2022, (iii) the Consolidated Statement of Changes in Equity for the Year Ended December 31, 2024, 2023 and 2022, (iv) the Consolidated Statements of Cash Flows for Year Ended December 31, 2024, 2023 and 2022; and (v) Notes to Consolidated Financial Statements. *
   
104 Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101)

 

*

Filed herewith.

**

Furnished herewith.

+

Constitutes a management contract or compensatory plan or arrangement.

#

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Cohen & Company, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the SEC.

†

Confidential treatment has been requested for portions of this document. An unredacted version of this exhibit has been filed separately with SEC.

 

(c) The financial statement schedules listed in the Index to Consolidated Financial Statements and Financial Statement Schedules listed under Item 15.1(a) are included under Item 8 and are presented beginning on page F-1 of this Form 10-K. All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable or is not present in amount sufficient to require submission of the schedule, and therefore have been omitted.

 

ITEM 16. FORM 10-K SUMMARY.

 

None.

    

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COHEN & COMPANY INC.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

DATE: March 12, 2025

 

 

COHEN & COMPANY INC.

 

 

By: 

/S/ LESTER R. BRAFMAN

 

Lester R. Brafman

Chief Executive Officer

(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

  

 

Name

Title

Date

/s/ Daniel G. Cohen

Executive Chairman

 March 12, 2025

Daniel G. Cohen

 

 



 

 

/s/ G. Steven  Dawson

Director

 March 12, 2025

G. Steven Dawson

 

 



 

 

/s/ Jack J.  DiMaio, Jr.

Vice Chairman

 March 12, 2025

Jack J. DiMaio, Jr.

 

 



 

 

/s/ Jack  Haraburda

Director

 March 12, 2025

Jack Haraburda

 

 



 

 

/s/ Diana L. Liberto

Director

 March 12, 2025

Diana L. Liberto

 

 



 

 

/s/ Douglas  Listman

Chief Accounting Officer and Assistant Treasurer

 March 12, 2025

Douglas Listman

(Principal Accounting Officer)

 



 

 

/s/ Joseph W. Pooler, Jr.

Executive Vice President, Chief Financial Officer and Treasurer

 March 12, 2025

Joseph W. Pooler, Jr.

(Principal Financial Officer)

 

 

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COHEN & COMPANY INC. 

INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS

  

  Page
   

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)

F-2

Consolidated Balance Sheets as of December 31, 2024 and 2023

F-3

Consolidated Statements of Operations and Comprehensive Income / (Loss) for the years ended December 31, 2024, 2023 and 2022

F-4

Consolidated Statement of Changes in Equity for the years ended December 31, 2024, 2023 and 2022

F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

F-6

Notes to Consolidated Financial Statements as of December 31, 2024

F-7

Schedules to Consolidated Financial Statements:

 

I. Condensed Financial Information of Registrant

F-82
 

  

F-1
Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

 

 

Board of Directors and Shareholders

Cohen & Company Inc.

 

Opinion on the financial statements

 

We have audited the accompanying consolidated balance sheets of Cohen & Company, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income / (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical audit matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 

/s/ GRANT THORNTON LLP

 

We have served as the Company’s auditor since 2001.

 

Philadelphia, Pennsylvania

March 12, 2025

 

 

F-2
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PART I. FINANCIAL INFORMATION 

ITEM 1.  FINANCIAL STATEMENTS.

 

 

 

COHEN & COMPANY INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

   

December 31,

  
   

2024

    

2023

  

Assets

                

Cash and cash equivalents

   $ 19,590     $ 10,650  

Receivables from brokers, dealers, and clearing agencies

     45,650       66,801  

Due from related parties

     941       772  

Other receivables

     6,526       5,373  

Investments-trading

     148,332       181,328  

Other investments, at fair value

     35,262       72,217  

Receivables under resale agreements

     668,259       408,408  

Investments in equity method affiliates

     23,430       14,241  

Deferred income taxes

     2,257       1,580  

Goodwill

     109       109  

Right-of-use asset - operating leases

     15,540       7,541  

Other assets

     5,253       3,741  

Total assets

   $ 971,149     $ 772,761  
                 

Liabilities

                

Payables to brokers, dealers, and clearing agencies

   $ 66,655     $ 111,085  

Accounts payable and other liabilities

     10,913       8,115  

Accrued compensation

     17,770       17,268  

Lease liability - operating leases

     16,575       8,216  

Trading securities sold, not yet purchased

     36,432       65,751  

Other investments sold, not yet purchased

     1,651       24,742  

Securities sold under agreement to repurchase

     695,966       408,203  

Redeemable financial instruments

     -       7,868  

Debt

     34,904       29,716  

Total liabilities

     880,866       680,964  
                 

Commitments and contingencies (See note 28)

                  
                 

Stockholders' Equity:

                

Voting Non-Convertible Preferred Stock, $0.001 par value per share, 50,000,000 shares authorized, 27,413,098 shares issued and outstanding, respectively

     27       27  

Common Stock, $0.01 par value per share, 100,000,000 shares authorized, 2,040,052 and 1,893,747 shares issued and outstanding, respectively, including 404,791 and 367,491 unvested or restricted share awards, respectively

     20       19  

Additional paid-in capital

     76,704       74,594  

Accumulated other comprehensive loss

     (1,007 )     (944 )

Accumulated deficit

     (34,016 )     (32,014 )

Total stockholders' equity

     41,728       41,682  

Non-controlling interest

     48,555       50,115  

Total equity

     90,283       91,797  

Total liabilities and equity

   $ 971,149     $ 772,761  

 

 

 

See accompanying notes to consolidated financial statements.

  

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COHEN & COMPANY INC. 

 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)

(Dollars in thousands, except share or per share information)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Revenues

                        

Net trading

   $ 36,409     $ 30,926     $ 40,009  

Asset management

     9,009       7,337       9,004  

New issue and advisory

     63,422       28,264       24,721  

Principal transactions and other income

     (29,242 )     16,454       (29,347 )

Total revenues

     79,598       82,981       44,387  
                         

Operating expenses

                        

Compensation and benefits

     56,388       52,092       50,290  

Business development, occupancy, equipment

     6,617       5,204       5,076  

Subscriptions, clearing, and execution

     9,639       8,965       8,274  

Professional fee and other operating

     14,421       9,296       8,153  

Depreciation and amortization

     556       563       557  

Total operating expenses

     87,621       76,120       72,350  
                         

Operating income / (loss)

     (8,023 )     6,861       (27,963 )
                         

Non-operating income / (expense)

                        

Interest expense, net

     (5,821 )     (6,526 )     (4,982 )

Income / (loss) from equity method affiliates

     21,704       15,609       (20,931 )

Income / (loss) before income tax expense / (benefit)

     7,860       15,944       (53,876 )

Income tax expense / (benefit)

     (329 )     5,545       4,794  

Net income / (loss)

     8,189       10,399       (58,670 )

Less: Net income / (loss) attributable to the non-convertible non-controlling interest of the Operating LLC

     8,675       19,590       (23,203 )

Enterprise net (loss)

     (486 )     (9,191 )     (35,467 )

Less: Net (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

     (357 )     (4,078 )     (22,078 )

Net (loss) attributable to Cohen & Company Inc.

   $ (129 )   $ (5,113 )   $ (13,389 )
                         

Income / (loss) per share data (see note 26):

                        

Loss per common share-basic:

                        

Basic (loss) per common share

   $ (0.08 )   $ (3.38 )   $ (9.43 )

Weighted average shares outstanding-basic

     1,614,897       1,513,469       1,420,383  

Income / (loss) per common share-diluted:

                        

Diluted (loss) per common share

   $ (0.08 )   $ (3.38 )   $ (9.43 )

Weighted average shares outstanding-diluted

     5,675,616       1,513,469       1,420,383  
                         

Comprehensive income / (loss):

                        

Net income / (loss)

   $ 8,189     $ 10,399     $ (58,670 )

Other comprehensive income / (loss) item:

                        

Foreign currency translation adjustments, net of tax of $0

     (167 )     86       (206 )

Other comprehensive income / (loss), net of tax of $0

     (167 )     86       (206 )

Comprehensive income / (loss)

     8,022       10,485       (58,876 )

Less: comprehensive income / (loss) attributable to the non-controlling interest

     8,199       15,573       (45,433 )

Comprehensive (loss) attributable to Cohen & Company Inc.

   $ (177 )   $ (5,088 )   $ (13,443 )

 

See accompanying notes to consolidated financial statements.

 

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COHEN & COMPANY INC. 

 

Consolidated Statement of Changes in Equity

(Dollars in thousands)

 

   

Cohen & Company Inc.

                  
   

Preferred Stock

     Common Stock    

Additional Paid-In Capital

    

Retained Earnings / (Accumulated Deficit)

     Accumulated Other Comprehensive Income / (Loss)    

Total Stockholders' Equity

    

Non-controlling Interest

     Total Equity  

Balance at December 31, 2021

   $ 27     $ 17     $ 72,006     $ (9,204 )   $ (905 )     61,941     $ 89,492     $ 151,433  

Net loss

     -       -       -       (13,389 )     -       (13,389 )     (45,281 )     (58,670 )

Other comprehensive (loss)

     -       -       -       -       (54 )     (54 )     (152 )     (206 )

Acquisition / (surrender) of additional units in consolidated subsidiary, net

     -       -       (338 )     -       4       (334 )     334       -  

Equity-based compensation

     -       -       1,209       -       -       1,209       3,181       4,390  

Shares withheld for employee taxes

     -       -       (76 )     -       -       (76 )     (158 )     (234 )

Dividends/distributions to convertible non-controlling interest

     -       -       -       (2,558 )     -       (2,558 )     (6,485 )     (9,043 )

Convertible non-controlling interest investment

     -       -       -       -       -       -       15,000       15,000  

Non-convertible non-controlling interest investment

     -       -       -       -       -       -       9       9  

Non-convertible non-controlling interest distributions

     -       -       -       -       -       -       (8,653 )     (8,653 )

Balance at December 31, 2022

   $ 27     $ 17     $ 72,801     $ (25,151 )   $ (955 )   $ 46,739     $ 47,287     $ 94,026  

Net income / (loss)

     -       -       -       (5,113 )     -       (5,113 )     15,512       10,399  

Other comprehensive income

     -       -       -       -       25       25       61       86  

Acquisition / (surrender) of additional units in consolidated subsidiary, net

     -       -       636       -       (14 )     622       (622 )     -  

Equity-based compensation

     -       2       1,205       -       -       1,207       3,184       4,391  

Shares withheld for employee taxes

     -       -       (48 )     -       -       (48 )     (127 )     (175 )

Dividends/distributions to convertible non-controlling interest

     -       -       -       (1,750 )     -       (1,750 )     (4,344 )     (6,094 )

Redemption of convertible non-controlling interest units

     -       -       -       -       -       -       (834 )     (834 )

Non-convertible non-controlling interest investment

     -       -       -       -       -       -       39       39  

Non-convertible non-controlling interest distributions

     -       -       -       -       -       -       (10,041 )     (10,041 )

Balance at December 31, 2023

   $ 27     $ 19     $ 74,594     $ (32,014 )   $ (944 )   $ 41,682     $ 50,115     $ 91,797  

Net income / (loss)

     -       -       -       (129 )     -       (129 )     8,318       8,189  

Other comprehensive (loss)

     -       -       -       -       (48 )     (48 )     (119 )     (167 )

Common stock issued, net

             -       154                       154       -       154  

Acquisition / (surrender) of additional units of consolidated subsidiary, net

     -       -       679       -       (15 )     664       (664 )     -  

Equity-based compensation

     -       1       1,331       -       -       1,332       3,336       4,668  

Shares withheld for employee taxes

     -       -       (54 )     -       -       (54 )     (135 )     (189 )

Dividends/distributions to convertible non-controlling interest

     -       -       -       (1,873 )     -       (1,873 )     (4,819 )     (6,692 )

Redemption of convertible non-controlling interest units

     -       -       -       -       -       -       (659 )     (659 )

Non-convertible non-controlling interest distributions

     -       -       -       -       -       -       (6,818 )     (6,818 )

Balance at December 31, 2024

   $ 27     $ 20     $ 76,704     $ (34,016 )   $ (1,007 )   $ 41,728     $ 48,555     $ 90,283  

 

 

 

See accompanying notes to consolidated financial statements.

 

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COHEN & COMPANY INC. 

 

Consolidated Statements of Cash Flows

(Dollars in thousands)

 

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Operating activities

                        

Net income (loss)

   $ 8,189     $ 10,399     $ (58,670 )

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

                        

Equity-based compensation

     4,668       4,391       4,390  

Loss (gain) on other investments, at fair value

     62,560       92,931       30,914  

Loss (gain) on other investments, sold not yet purchased

     (29,658 )     (107,816 )     (307 )

Noncash advisory fees received

     (24,338 )     (18,248 )     (7,416 )

(Income) / loss from equity method affiliates

     (21,704 )     (15,609 )     20,931  

Depreciation and amortization

     556       563       557  

Amortization of discount on debt

     42       692       630  

Deferred tax provision / (benefit)

     (677 )     5,354       4,579  

Change in operating assets and liabilities, net:

                        

Change in receivables from/ payables to brokers, dealers, and clearing agencies

     (23,279 )     118,298       (98,452 )

Change in receivables from / payables to related parties, net

     (169 )     15       3,794  

(Increase) decrease in other receivables

     (1,153 )     4,154       (6,324 )

(Increase) decrease in investments-trading

     32,996       30,500       12,037  

(Increase) decrease in receivables under resale agreement

     (259,851 )     29,284       2,737,953  

(Increase) decrease in other assets

     (8,818 )     1,829       981  

Increase (decrease) in accounts payable and other liabilities

     11,165       (88,431 )     (11,769 )

Increase (decrease) in accrued compensation

     502       4,834       (10,143 )

Increase (decrease) in trading securities sold, not yet purchased

     (29,319 )     (68,206 )     71,445  

Increase (decrease) in securities sold under agreement to repurchase

     287,763       (44,594 )     (2,718,618 )

Net cash provided by (used in) operating activities

     9,475       (39,660 )     (23,488 )

Investing activities

                        

Purchase of investments - other investments, at fair value

     (60,675 )     (86,021 )     (7,236 )

Purchase of investments - other investments sold, not yet purchased, at fair value

     (1,408 )     (5,512 )     (6,001 )

Sales and returns of principal - other investments, at fair value

     78,834       75,906       27,091  

Sales and returns of principal - other investments sold, not yet purchased, at fair value

     214       53,928       3,054  

Investments in equity method affiliates

     (236 )     (1,896 )     (2,614 )

Distribution from equity method affiliate

     1,026       2,091       77  

Purchase of furniture, equipment, and leasehold improvements

     (1,249 )     (373 )     (573 )

Net cash provided by (used in) investing activities

     16,506       38,123       13,798  

Financing activities

                        

Repayment of redeemable financial instrument

     (2,573 )     -       -  

Proceeds from draws on revolving credit facility

     -       15,000       -  

Repayment of draws on revolving credit facility

     -       (15,000 )     -  

Proceeds from debt

     -       -       2,250  

Repayment of debt

     -       -       (2,250 )

Cash used to net share settle equity awards

     (189 )     (175 )     (234 )

Proceeds from issuance of Common Stock

     154       -       -  

Cohen & Company Inc. dividends

     (1,873 )     (1,750 )     (2,558 )

Convertible non-controlling interest distributions

     (4,819 )     (4,344 )     (6,485 )

Redemption of convertible non-controlling interest units

     (659 )     (834 )     -  

Non-convertible non-controlling interest investment

     -       39       9  

Non-convertible non-controlling interest distributions

     (6,758 )     (10,041 )     (2,236 )

Net cash provided by (used in) financing activities

     (16,717 )     (17,105 )     (11,504 )

Effect of exchange rate on cash

     (324 )     191       (272 )

Net increase (decrease) in cash and cash equivalents

     8,940       (18,451 )     (21,466 )

Cash and cash equivalents, beginning of period

     10,650       29,101       50,567  

Cash and cash equivalents, end of period

   $ 19,590     $ 10,650     $ 29,101  

 

See accompanying notes to consolidated financial statements.

 

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COHEN & COMPANY INC. 

 

Notes to Consolidated Financial Statements

December 31, 2024

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

  

 

1. ORGANIZATION AND NATURE OF OPERATIONS

 

Organizational History 

 

Cohen Brothers, LLC (“Cohen Brothers”) was formed on October 7, 2004 by Cohen Bros. Financial, LLC (“CBF”). Cohen Brothers was established to acquire the net assets of CBF’s subsidiaries (the “Formation Transaction”): Cohen Bros. & Company, Inc.; Cohen Frères SAS; Dekania Investors, LLC; Emporia Capital Management, LLC; and the majority interest in Cohen Bros. & Toroian Investment Management, Inc. The Formation Transaction was accomplished through a series of transactions occurring between March 4, 2005 and May 31, 2005.

 

From its formation until December 16, 2009, Cohen Brothers operated as a privately-owned limited liability company. On December 16, 2009, Cohen Brothers completed its merger (the “AFN Merger”) with a subsidiary of Alesco Financial Inc. (“AFN”), a publicly traded real estate investment trust ("REIT").

 

As a result of the AFN Merger, AFN contributed substantially all of its assets into Cohen Brothers in exchange for newly issued units of membership interests directly from Cohen Brothers. In addition, AFN received additional Cohen Brothers membership interests directly from its members in exchange for AFN common stock. In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the AFN Merger was accounted for as a reverse acquisition, and Cohen Brothers was deemed to be the accounting acquirer. As a result, all of AFN’s assets and liabilities were required to be revalued at fair value as of the acquisition date. The remaining units of membership interests of Cohen Brothers that were not held by AFN were included as a component of non-controlling interest in the consolidated balance sheets.

 

Subsequent to the AFN Merger, AFN was renamed Cohen & Company Inc. In January 2011, it was renamed again as Institutional Financial Markets, Inc. (“IFMI”) and on September 1, 2017 it was renamed again as Cohen & Company Inc.  Effective January 1, 2010, the Company ceased to qualify as a REIT.

 

The Company 

 

The Company is a financial services company specializing in an expanding range of capital markets and asset management services. As of December 31, 2024, the Company had $2.3 billion in assets under management (“AUM”) of which $1.0 billion was in collateralized debt obligations (“CDOs”). The remaining portion of AUM was from a diversified mix of Investment Vehicles (as defined herein). 

 

In these financial statements, the “Company” refers to Cohen & Company Inc. and its subsidiaries on a consolidated basis.  Cohen & Company, LLC or the “Operating LLC” refers to the main operating subsidiary of the Company. “Cohen Brothers” refers to the pre-AFN Merger Cohen Brothers, LLC and its subsidiaries. “AFN” refers to the pre-merger Alesco Financial Inc. and its subsidiaries. When the term “Cohen & Company Inc.” is used, it is referring to the parent company itself. “JVB Holdings” refers to J.V.B. Financial Holdings, LP, a wholly owned subsidiary of the Operating LLC; “JVB” refers to J.V.B. Financial Group LLC, a wholly owned broker dealer subsidiary of JVB Holdings; "CCFESA" refers to Cohen & Company Financial (Europe) S.A., a consolidated subsidiary regulated by the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") in France; “CCFEL” refers to Cohen & Company Financial (Europe) Limited, a subsidiary formerly regulated by the Central Bank of Ireland. “CCM,” a division of JVB, refers to Cohen & Company Capital Markets, the Company's full-service boutique investment bank, which focuses on M&A, underwriting, capital markets, and SPAC advisory services.

 

The Company’s business is organized into the following three business segments.

 

Capital Markets: The Company’s Capital Markets business segment consists primarily of fixed income sales, trading, gestation repo financing, underwriting, new issue placements in corporate and securitized products, and advisory services. The Company’s fixed income sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers. The Company specializes in a variety of products, including but not limited to: corporate bonds, asset backed securities (“ABS”), mortgage backed securities (“MBS”), residential mortgage backed securities (“RMBS”), collateralized bond obligations (“CBOs”), collateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, Small Business Administration (“SBA”) loans, U.S. government bonds, U.S. government agency securities, brokered deposits and certificates of deposit (“CDs”) for small banks, and hybrid capital of financial institutions including whole loans and other structured financial instruments.  The Company operates its capital markets activities primarily through its subsidiaries: JVB in the United States and CCFESA in Europe.

 

Asset Management: The Company’s Asset Management business segment manages assets within collateralized debt obligations ("CDOs"), managed accounts, joint ventures, and investment funds (collectively referred to as “Investment Vehicles”). A CDO is a form of secured borrowing. The borrowing is secured by different types of fixed income assets such as corporate or mortgage loans or bonds. The borrowing is in the form of a securitization, which means that the lenders are actually investing in notes backed by the assets. In the event of default, the lenders will have recourse only to the assets securing the loan. The Company’s Asset Management business segment includes its fee-based asset management operations, which include ongoing base and incentive management fees.

 

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Principal Investing: The Company’s Principal Investing business segment is comprised of investments that the Company holds related to its SPAC franchise and other investments the Company has made for the purpose of earning an investment return rather than investments made to support the Company’s trading and other Capital Markets business segment activities. These investments are included in the Company’s other investments, at fair value; other investments sold, not yet purchased; and investments in equity method affiliates in the Company’s consolidated balance sheets. 

 

The Company generates its revenue by business segment primarily through the following activities:

 

Capital Markets

 

 

•

Trading activities of the Company, which include execution and brokerage services, riskless trading activities as well as gains and losses (unrealized and realized) and income and expense earned on securities and derivatives classified as trading;
 

• 

Revenue earned on the Company’s gestation repo financing program; 
 

•

New issue and advisory revenue comprised of (a) origination fees for newly created financial instruments originated by the Company, (b) revenue from advisory services, (c) underwriting, and (d) revenue associated with arranging and placing the issuance of newly created financial instruments; and  
  • Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value and other investments, sold not yet purchased received or acquired as part of CCM's activities.

 

Asset Management

 

 

•

Asset management fees for the Company’s on-going asset management services provided to certain Investment Vehicles, which may include fees both senior and subordinate to the securities in the Investment Vehicle, and incentive management fees earned based on the performance of the various Investment Vehicles.

 

Principal Investing

 

 

•

Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value and other investments, sold not yet purchased; and
  • Income and loss earned on equity method investments.

 

The Company carries out certain activities at the Operating LLC (including a material amount of its principal investing activities).  The remaining activities noted above were carried out through the following main operating subsidiaries of the Company as of December 31, 2024. 

 

 

1.

Cohen & Company Financial Management, LLC (“CCFM”) is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment adviser to the Alesco III, Alesco IV, Alesco V, Alesco VI, and Alesco VIII CDOs. Alesco CDOs invest in bank and insurance company trust preferred securities ("TruPS") as well as insurance company subordinated debt.  CCFM also manages the SPAC Series Funds and managed the SPAC Fund. 
 

2.

Dekania Capital Management, LLC (“DCM”) is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment adviser to the Company’s Dekania Europe II and Dekania Europe III CDOs.  The Dekania Europe CDOs invest primarily in financial institution TruPS and insurance company subordinated debt denominated in Euros.  DCM also manages the U.S. Insurance JV.    
 

3.

JVB is a wholly owned subsidiary of the Operating LLC. JVB is a securities broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”).  JVB carries out the Company’s Capital Market business segment activities in the U.S.  
  4. CCFESA is regulated by the ACPR, and performs asset management and capital market activities in France and the European Union.  
 

5.

Cohen & Compagnie SAS (formerly Cohen Fréres SAS), the Company’s French subsidiary, acted as a credit research adviser to DCM and CCFESA in analyzing the creditworthiness of insurance companies and financial institutions in Europe with respect to all assets included in the Dekania Europe CDOs and certain other Investment Vehicles.  This entity was merged into CCFESA in 2023.  
  6. SPAC Sponsor Entities:  A series of LLCs set up to pool investor funds and invest in private placements of Company sponsored special purpose acquisition companies ("SPACs").  See note 4.
  7. Vellar GP is an LLC in which the Operating LLC owns a one-third interest and consolidates.  Prior to March 31, 2023, the Vellar GP was the general partner of the SPAC Fund but did not consolidate it.  Effective April 1, 2023, the Vellar GP began consolidating the SPAC Fund. The Vellar GP primarily invests in share forward arrangements.  See notes 4, 10, and 31.    

  

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2. BASIS OF PRESENTATION

 

The accounting and reporting policies of the Company conform to U.S. GAAP.  Certain prior period amounts have been reclassified to conform to the current period presentation.  

 

The Company’s management has evaluated subsequent events through the date of issuance of the Consolidated Financial Statements included herein. There have been no subsequent events, except as already disclosed, that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the Consolidated Financial Statements as of and for the year ended December 31, 2024.

 

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Principles of Consolidation

 

The consolidated financial statements reflect the accounts of Cohen & Company Inc. and its subsidiaries that are required to be consolidated under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). All intercompany accounts and transactions have been eliminated in consolidation.

 

The Company consolidates the Operating LLC, which is its main operating subsidiary and through which it carries out nearly all of its activities.  With the exception of the junior subordinated notes included as a component of debt and the deferred tax liability, nearly all of the assets and liabilities included in the Company’s consolidated balance sheet are owned by the Operating LLC or its consolidated subsidiaries.  In addition, with the exception of interest expense related to the junior subordinated notes and corporate tax expense, nearly all revenues, expenses, gains, and losses recognized in the consolidated statement of operations are generated by the Operating LLC or its consolidated subsidiaries. 

 

Effective December 31, 2024 and 2023, the Company controlled 51.00% of the voting interest and owned 28.70% and 27.55%, respectively, of the economic interest of the Operating LLC.  Although the Company’s economic interest is below 50%, it continues to consolidate the Operating LLC as it controls over 50% of the voting interests.  Earnings and loss are allocated to the Company and other members of the Operating LLC based on their economic interest rather than their voting interest. For the years ended December 31, 2024, 2023, and 2022, 71.55%, 72.60%, and 72.45%, respectively, of the Operating LLC’s income or loss were treated as a non-controlling interest as the result of the issuance of the additional equity interest in the Operating LLC during 2019. See notes 21 and 31. 

 

B. Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates 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 the reporting period. Actual results could differ from those estimates.

 

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C. Adoption of New Accounting Standards

 

In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs.  The ASU clarifies that an entity should reevaluate whether a callable debt security is within the scope of ASC paragraph 310-20-35-33 for each reporting period.  The Company’s adoption of the provisions of ASU 2020-08, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements. 

 

In October 2020, the FASB issued ASU 2020-10 Codification Improvements.  The ASU affects a wide variety of Topics in the Codification. The ASU, among other things, contains amendments that improve consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section.  Many of the amendments arose because the FASB provided an option to give certain information either on the face of the financial statements or in the notes to financial statements and that option only was included in the Other Presentation Matters Section of the Codification. The option to disclose information in the notes to financial statements should have been codified in the Disclosure Section as well as the Other Presentation Matters Section (or other Section of the Codification in which the option to disclose in the notes to financial statements appears).The Company’s adoption of the provisions of ASU 2020-10, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements. 

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40):  Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. The Company’s adoption of the provisions of ASU 2021-04, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements.

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments in improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The Company’s adoption of the provisions of ASU 2021-08, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements.

 

In October 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This ASU includes amendments that are expected to increase transparency in financial reporting by requiring business entities to disclose information about certain types of government assistance they receive. The amendments require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy to other accounting guidance:  (i) information about the nature of the transactions and the related accounting policy used to account for the transactions; (ii) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and (iii) significant terms and conditions of the transactions, including commitments and contingencies. The Company’s adoption of the provisions of ASU 2021-10, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements.

 

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings ("TDRs") and Vintage Disclosures.  The amendments in this ASU eliminate TDR recognition and measurement guidance and instead, require that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan.  The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.  The Company's adoption of the provisions of ASU 2022-02, effective January 1, 2023, did not have an effect on the Company’s consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.  This ASU simplifies accounting for convertible instruments by removing major separation models currently required.  The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception.  The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas.  The Company's adoption of the provisions of ASU 2020-06, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements.

 

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. Early adoption is permitted.  The Company's adoption of the provisions of ASU 2022-03, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements.

 

In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The ASU responds to stakeholder feedback that the proportional amortization method provides investors and other allocators of capital with a better understanding of the returns from investments that are made primarily for the purpose of receiving income tax credits and other income tax benefits. The Company's adoption of the provisions of ASU 2032-02, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU are designed to improve reportable segment disclosure requirements primarily through enhance disclosures about significant segment expenses and other segment items on an interim and annual basis.  The Company adopted ASU 2023-07 during the year ended December 31, 2024.  

 

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D. Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash and short-term, highly liquid investments that have original maturities of three months or less. A portion of the Company’s cash and cash equivalents are in the form of short-term investments and are not held in federally insured bank accounts.

 

E.  Financial Instruments

 

The Company accounts for its investment securities at fair value under various accounting literature including FASB ASC 320, Investments — Debt and Equity Securities (“ASC 320”), pertaining to investments in debt and equity securities and the fair value option of financial instruments in FASB ASC 825, Financial Instruments (“ASC 825”). The Company also accounts for certain assets at fair value under applicable industry guidance such as: (a) FASB ASC 946, Financial Services-Investment Companies (“ASC 946”) and (b) FASB ASC 940-320, Proprietary Trading Securities (“ASC 940-320").

 

Certain of the Company’s assets and liabilities are required to be measured at fair value. For those assets and liabilities, the Company determines fair value according to the fair value measurement provisions included in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, establishes a valuation hierarchy based on the quality of inputs used to measure fair value, and requires additional disclosures about fair value measurements. The definition of fair value focuses on the price that would be received to sell the asset or paid to transfer the liability between market participants at the measurement date (an exit price). An exit price valuation will include margins for risk even if they are not observable. ASC 820 establishes a valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (level 1, 2, and 3).

 

In addition, the Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions included in ASC 825. This standard provides companies the option of reporting certain instruments at fair value (with changes in fair value recognized in the statement of operations) that were previously either carried at cost, not recognized on the financial statements, accounted for as an equity method investment, or carried at fair value with changes in fair value recognized as a component of equity rather than in the statement of operations. The election is made on an instrument-by-instrument basis and is irrevocable. See note 9 for the information regarding the effects of applying the fair value option to the Company’s financial instruments on the Company’s consolidated financial statements.

 

For financial instruments held by JVB, the Company accounts for them under ASC 940-320.  ASC 940-320 requires all financial instruments to be carried at fair value with unrealized and realized gains included recorded in the consolidated statement of operations.  The main difference between ASC 940-320 and ASC 320 is that ASC 940-320 does not allow for available for sale or held to maturity treatment. 

 

For financial instruments held outside of JVB, the Company accounts for them under ASC 320.  ASC 320 requires that the Company classify its investments as either (i) held to maturity, (ii) available for sale, or (iii) trading. This determination is made at the time a security is purchased. ASC 320 requires that both trading and available for sale securities are to be carried at fair value. However, in the case of trading assets, both unrealized and realized gains and losses are recorded in the statement of operations. For available for sale securities, only realized gains and losses are recognized in the statement of operations while unrealized gains and losses are recognized as a component of other comprehensive income (“OCI”). However, if the reporting entity elects to account for an otherwise available for sale security under the fair value option (ASC 825), then the security is accounted for at fair value with both unrealized and realized gains recorded in the statement of operations.   In all the periods presented, all securities accounted for under ASC 320 were either classified as trading or available for sale. No securities were classified as held to maturity. Furthermore, the Company elected the fair value option, in accordance with ASC 825, for all securities that were classified as available for sale. Therefore, for all periods presented, all securities owned by the Company were accounted for at fair value with unrealized and realized gains and losses recorded in the consolidated statement of operations.

 

When the Company acquires an investment for the purpose of earning a return rather than to support the Company’s trading or matched book repo operations, the Company classifies that investment as either other investments, at fair value or other investments sold, not yet purchased in the consolidated balance sheet and unrealized and realized gains will be included as a component of principal transactions and other income in the in the consolidated statement of operations.  Otherwise, the investment is classified as investments-trading or securities sold, not yet purchased in the consolidated balance sheet and unrealized and realized gains will be included as a component of net trading revenue in the in the consolidated statement of operations. 

 

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When the Company acquires an investment that is required to be accounted for under the equity method, the Company will elect the fair value option when the fair value of the investment is either readily determinable or is eligible to be accounted for at NAV under the practical expedient of ASC 946.  In those cases, the investment will be included as a component of other investments, at fair value in the consolidated balance sheet and unrealized and realized gains will be included as a component of principal transactions and other income in the in the consolidated statement of operations.  If the fair value is not readily determined, the Company will account for the investment under the equity method.  In those cases, the investment will be included as a component of investments in equity method affiliates in the consolidated balance sheet and the Company will recognize its allocable share of the investee’s income or loss as a component of income / (loss) from equity method affiliates in the consolidated statement of operations.  See note 12.

 

The determination of fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third-party pricing services, or, when independent broker quotations or market price quotations from third-party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange.

 

Also, from time to time, the Company may be deemed to be the primary beneficiary of a VIE and may be required to consolidate it and its investments under the provisions included in ASC 810.  See note 18. In those cases, the Company’s classification of the assets as trading, other investments, at fair value, available for sale, or held to maturity will depend on the intended use of the investment by the variable interest entity.

 

Investments-Trading

 

Unrealized and realized gains and losses on securities classified as investments-trading are recorded in net trading in the consolidated statements of operations.

 

Trading Securities Sold, Not Yet Purchased 

 

Trading securities sold, not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices. The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the consolidated balance sheets. Unrealized and realized gains and losses on trading securities sold, not yet purchased are recorded in net trading in the consolidated statements of operations.

 

Other Investments, at Fair Value

 

All gains and losses (unrealized and realized) from securities classified as other investments, at fair value in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statements of operations.

 

Other investments sold, not yet purchased

 

Other investments sold, not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices. These investments differ from investments classified as trading securities sold, not yet purchased as they are either acquired for purposes of earning a return rather than supporting the Company’s trading or matched book operations or they are acquired as an economic hedge to investments classified as other investments, at fair value.  The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the statement of financial condition. Unrealized and realized gains and losses on other investments sold, not yet purchased are recorded as a component of principal transactions and other in the consolidated statement of operations.

 

F. Derivative Financial Instruments

 

FASB ASC 815, Derivatives and Hedging (“ASC 815”), provides for optional hedge accounting. When a derivative is deemed to be a hedge and certain documentation and effectiveness testing requirements are met, reporting entities can record all or a portion of the change in the fair value of a designated hedge as an adjustment to OCI rather than as a gain or loss in the statements of operations. To date, the Company has not designated any derivatives as hedges under the provisions included in ASC 815.

 

All of the derivatives that the Company enters into contain master netting arrangements.  If certain requirements are met, the offsetting provisions included in FASB ASC 210, Balance Sheet (“ASC 210”), allow (but do not require) the reporting entity to net the derivative asset and liability on the consolidated balance sheets.  It is the Company’s policy to present the assets and liabilities on a net basis if the conditions of ASC 210 are met.  However, in general the Company does not enter into offsetting derivatives with the same counterparties.

 

Derivative financial instruments are recorded at fair value. If the derivative was entered into as part of the Company’s broker-dealer operations, it will be included as a component of investments-trading or trading securities sold, not yet purchased. Otherwise, it is included in other investments, at fair value or other investments sold, not yet purchased. 

 

The Company may, from time to time, enter into derivatives as investments or to manage its risk exposures arising from (i) fluctuations in foreign currency rates with respect to the Company’s investments in foreign currency denominated investments; (ii) the Company’s investments in interest sensitive investments; (iii) the Company's investments in equities; and (iv) the Company’s facilitation of mortgage-backed trading. Derivatives entered into by the Company  may include (a) foreign currency forward contracts; (b) purchase and sale agreements of TBAs and other forward agency MBS contracts; (c) other extended settlement trades; and (d) share forward arrangements ("SFAs").  See note 10. 

 

TBAs are forward contracts to purchase or sell MBS with collateral that remains “to be announced” until just prior to the trade settlement. In addition to TBAs, the Company sometimes enters into forward purchases or sales of agency MBS where the underlying collateral has been identified.  These transactions are referred to as other forward agency MBS contracts.  TBAs and other forward agency MBS contracts are accounted for as derivatives by the Company under ASC 815.  The settlement of these transactions is not expected to have a material effect on the Company’s consolidated financial statements.

 

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In addition to TBAs and other forward agency MBS contracts as part of the Company’s broker-dealer operations, the Company may from time to time enter into other securities or loan trades that do not settle within the normal securities settlement period. In those cases, the purchase or sale of the security or loan is not recorded until the settlement date.  However, from the trade date until the settlement date, the Company’s interest in the security is accounted for as a derivative as either a forward purchase commitment or forward sale commitment.  The Company will classify the related derivative either within investments-trading or other investments, at fair value depending on where it intends to classify the investment once the trade settles. 

 

Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of its carrying amount. Depending on the Company’s investment strategy, realized and unrealized gains and losses are recognized in principal transactions and other income or in net trading in the Company’s consolidated statements of operations on a trade date basis.  See note 10.  

 

G. Receivables from and payables to brokers, dealers, and clearing agencies

 

Receivables from brokers, dealers, and clearing agencies may include amounts receivable for deposits placed with clearing agencies, funds in the Company’s accounts held with clearing agencies, and amounts receivable from securities or repo transactions that have failed to deliver.  Payables to brokers, dealers, and clearing agencies may include amounts payable from securities or repo transactions that have failed to receive as well as amounts borrowed from clearing agencies under margin loan arrangements.  In addition, receivables or payables arising from unsettled regular way trades are reflected on a net basis either as a component of receivables from or payables to brokers, dealers, and clearing agencies.  These receivables are subject to the requirements of ASU 2016-13, which potentially may require the recording of credit losses.  The Company’s trades and contracts are cleared through a clearing organization and settled daily between the clearing organization and the Company. Due to this daily settlement, the amount of unsettled credit exposures is limited to the amount owed the Company for a very short period of time.  The Company continually reviews the credit quality of its counterparties and has not incurred a material loss.   As a result, the Company has not recorded a credit loss allowance on these receivables.  See note 6.

 

H. Furniture, Equipment, and Leasehold Improvements, Net

 

Furniture, equipment, and leasehold improvements are stated at cost, less accumulated depreciation, and amortization, and are included as a component of other assets in the consolidated balance sheets. Furniture and equipment are depreciated on a straight-line basis over their estimated useful life of 3 to 5 years. Leasehold improvements are amortized over the lesser of their useful life or lease term, which generally ranges from 5 to 10 years. See note 16.

 

I. Goodwill and Intangible Assets with Indefinite Lives

 

Goodwill represents the amount of the purchase price in excess of the fair value assigned to the individual assets acquired and liabilities assumed in various acquisitions completed by the Company. See note 13. In accordance with FASB ASC 350, Intangibles — Goodwill and Other (“ASC 350”), goodwill and intangible assets deemed to have indefinite lives are not amortized to expense but rather are analyzed for impairment.

 

The Company measures its goodwill for impairment on an annual basis or when events indicate that goodwill may be impaired. The impairment test is performed by comparing the fair value of a reporting unit with its carrying amount.  An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, any loss recognized could not exceed the total amount of goodwill allocated to the reporting unit.  Any impairment loss is included in the consolidated statements of operations as impairment of goodwill and is included as a component of operating expense.

 

The Company includes intangible assets comprised primarily of its broker-dealer licenses in other assets on its consolidated balance sheets that it considers to have indefinite useful lives. The Company reviews these assets for impairment on an annual basis.

 

J. Variable Interest Entities

 

ASC 810 contains the guidance surrounding the definition of a VIE, the definition of variable interests, and the consolidation rules surrounding VIEs.  In general, VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company has variable interests in VIEs through its management contracts and investments in various securitization entities including CLOs and CDOs, CREO JV, U.S. Insurance JV, SPAC sponsor entities, the SPAC Fund (prior to its consolidation), and interest in SPVs.

 

Once it is determined that the Company holds a variable interest in a VIE, ASC 810 requires that the Company perform a qualitative analysis to determine (i) which entity has the power to direct the matters that most significantly impact the VIE’s financial performance and (ii) if the Company has the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The entity that has both of these characteristics is deemed to be the primary beneficiary and required to consolidate the VIE. This assessment must be done on an ongoing basis. The Company has included the required disclosures for VIEs in its consolidated financial statements. See note 18 for further details. 

 

K. Collateralized Securities Transactions

 

The Company may enter into transactions involving purchases of securities under agreements to resell (“reverse repurchase agreements” or “receivables under resale agreements”) or sales of securities under agreements to repurchase (“repurchase agreements”). The resulting interest income and expense are included in net trading in the consolidated statements of operations.

 

In the case of reverse repurchase agreements, the Company generally takes possession of securities as collateral. Likewise, in the case of repurchase agreements, the Company is required to provide the counterparty with securities as collateral.

 

In certain cases, a repurchase agreement and a reverse repurchase agreement may be entered into with the same counterparty. If certain requirements are met, the offsetting provisions included in ASC 210 allow (but do not require) the reporting entity to net the asset and liability on the consolidated balance sheets.

 

ASC 210 provides the option to present reverse repo and repo on a net basis if certain netting conditions are met.  The Company's accounting policy is to present repo transactions on a gross basis even if netting thresholds are met. 

 

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The Company classifies reverse repurchase agreements as a separate line item within the assets section of the Company’s consolidated balance sheets. The Company classifies repurchase agreements as a separate line item within the liabilities section of the Company’s consolidated balance sheets.

 

In the case of reverse repurchase agreements, if the counterparty is unable or unwilling to fulfill its obligation to repurchase the collateral securities at maturity, the Company can sell the collateral securities to repay the obligation.  However, the Company is at risk that it may sell at unfavorable market prices and may sustain significant losses.  The Company’s policy to control this risk is monitoring the market value of securities pledged or used as collateral on a daily basis and requiring additional collateral in the event the market value of the existing collateral declines.

 

In the case of repurchase agreements, if the counterparty makes a margin call and the Company is unable or unwilling to meet the margin call, the counterparty can sell the securities to repay the obligation. The Company is at risk that the counterparty may sell the securities at unfavorable market prices and the Company may sustain significant losses. The Company controls this risk by monitoring its liquidity position to ensure it has sufficient cash or liquid securities to meet margin calls.

 

In general, reverse repurchase agreements and repurchase agreements allow each counterparty to re-pledge or resell the collateral securities to other counterparties.  

 

The Company also receives fees for arranging repo financing for counterparties.  See discussion of Agency Repo in note 11.  

 

L.  Debt

 

Debt is recorded at its face amount, less any discount or plus any premium.  Debt issuance costs are included as a component of discount on debt.  Any discount on debt is amortized as a component of interest expense using the effective interest method.  The Company has not elected to account for any of its debt at fair value under ASC 825.  See note 20. 

 

M.  Redeemable Financial Instruments

 

Redeemable financial instruments are investments made in the Operating LLC or other operating subsidiaries.  These investments entitle the holder to an investment return that is variable and is based on the operating results of certain business units of the Company.  These investments can be redeemed by the Company under certain circumstances or the holder may require redemption under certain circumstances.  However, there are no fixed maturity dates.  The Company treats these investments as liabilities and carries these investments at the redemption value plus any accrued and unpaid investment return on its consolidated balance sheets.  The redemption value is included in redeemable financial instruments and the accrued and unpaid investment return is included in accounts payable and other liabilities in the consolidated balance sheets.  Investment return is recorded on an accrual basis and is included as a component of interest expense in the consolidated statements of operations. See notes 19 and 31.

 

N. Revenue Recognition

 

Net trading 

 

Net trading includes: (i) all gains, losses, interest income, dividend income, and interest expense from securities classified as investments-trading and trading securities sold, not yet purchased; (ii) interest income and expense from collateralized securities transactions; and (iii) commissions and riskless trading profits. Net trading is reduced by margin interest, which is recorded on an accrual basis.  Riskless trades are transacted through the Company’s proprietary account with a customer order in hand, resulting in little or no market risk to the Company. Transactions that settle in the regular way are recognized on a trade date basis. Extended settlement transactions are recognized on a settlement date basis (although in cases of extended settlement trades, the unsettled trade is accounted for as a derivative between trade and settlement date).  See note 10.  The investments classified as trading (both investments-trading and trading securities sold, not yet purchased) are carried at fair value. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations from third-party pricing services or, when independent broker quotations or market price quotations from third-party pricing services are unavailable, valuation models prepared by the Company’s management. The models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange.

 

Asset management 

 

Asset management revenue consists of management fees earned from Investment Vehicles.  In the case of CDOs, the fees earned by the Company generally consist of senior, subordinated, and incentive fees.  The senior asset management fee is generally senior to all the securities in the CDO capital structure and is recognized on a monthly basis as services are performed. The senior asset management fee is generally paid on a quarterly basis.  The subordinated asset management fee is an additional payment for the same services but has a lower priority in the CDO cash flows. If the CDO experiences a certain level of asset defaults and deferrals, these fees may not be paid. There is no recovery by the CDO of previously paid subordinated asset management fees. It is the Company’s policy to recognize these fees on a monthly basis as services are performed. The subordinated asset management fee is generally paid on a quarterly basis. However, if the Company determines that the subordinated asset management fee will not be paid (which generally occurs on the quarterly payment date), the Company will stop recognizing additional subordinated asset management fees on that particular CDO and will reverse any subordinated asset management fees that are accrued and unpaid. The Company will begin accruing the subordinated asset management fee again if payment resumes and, in management’s estimate, continued payment is reasonably assured. If payment were to resume but the Company was unsure of continued payment, it would recognize the subordinated asset management fee as payments were received and would not accrue such fees on a monthly basis.  The incentive management fee is an additional payment, made typically after five to seven years of the life of a CDO, which is based on the clearance of an accumulated cash return on investment (“Hurdle Return”) received by the most junior CDO securities holders. It is an incentive for the Company to perform in its role as asset manager by minimizing defaults and maximizing recoveries. The incentive management fee is not ultimately determined or payable until the achievement of the Hurdle Return by the most junior CDO securities holders. The Company recognizes incentive fee revenue when it is probable and there is not a significant chance of reversal in the future.  In the case of Investment Vehicles other than CDOs, generally the Company earns a base fee and, in some cases, also earns an incentive fee.  Base fees will generally be recognized on a monthly basis as services are performed and will be paid monthly or quarterly.  The contractual terms of each arrangement will determine the Company’s revenue recognition policy for incentive fees in each case.  However, in all cases the Company recognizes the incentive fees when they are probable and there is not a significant chance of reversal in the future.

 

New issue and advisory 

 

New issue and advisory revenue is comprised of (a) origination fees for newly created financial instruments originated by the Company, (b) revenue from advisory services, (c) revenue from underwriting, and (d) revenue associated with arranging and placing the issuance of newly created financial instruments.  New issue and advisory revenue is recognized when the Company’s performance obligations have been satisfied and collectability is reasonably assured. 

 

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Principal transactions and other income 

 

Principal transactions include all gains, losses, and income from financial instruments classified as other investments, at fair value and other investments sold, not yet purchased in the consolidated balance sheets.

 

Investments classified as other investments, at fair value and other investments sold, not yet purchased are carried at fair value. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations or models from third-party pricing services, or, when independent broker quotations or market price quotations or models from third-party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Dividend income is recorded on the ex-dividend date.  

 

Other income/(loss) includes foreign currency gains and losses, interest earned on cash and cash equivalents, interest earned and losses incurred on notes receivable, and other miscellaneous income including transaction break up fees and revenue from revenue sharing arrangements. 

 

O. Interest Expense, net

 

Interest expense incurred, other than interest income and expense included as a component of net trading, is recorded on an accrual basis and presented in the consolidated statements of operations as a separate non-operating expense. See notes 19 and 20.  

 

P. Leases

 

The Company leases office space and certain computer and related equipment.  From time to time, the Company sub-leases office space to other tenants. Under the requirements of ASC 842, the Company determines if an arrangement is a lease at the inception date of the contract.  The Company measures operating lease liabilities using an estimated incremental borrowing rate as there is no rate implicit in the Company’s operating lease arrangements.  An incremental borrowing rate was calculated for each operating lease based on the term of the lease, the U.S. Treasury term interest rate, and an estimated spread to borrow on a secured basis.  During the periods presented, all leases to which the Company was a party were classified as operating leases and rent expense was recognized on a straight-line basis and included as a component of business development, occupancy, and equipment in the consolidated statements of operations. 

 

Q. Non-Controlling Interest

 

The equity interests of any consolidated subsidiary that are not owned by the Company are treated as non-controlling interests. See note 21.

 

  

 

R. Equity-Based Compensation

 

The Company accounts for equity-based compensation issued to its employees using the fair value-based methodology prescribed by the provisions related to share-based payments included in FASB ASC 718, Compensation-Stock Compensation (“ASC 718”). In the periods presented herein, the Company had three different types of grants that fall under ASC 718. 

 

First, the Company may grant restricted common stock in Cohen & Company Inc. to employees and directors. These grants vest over a period of time and only have service based vesting criteria.  In these cases, the Company determines the fair value of the grants by taking the closing stock price of Cohen & Company Inc. on the grant date and multiplying it by the number of restricted shares granted.  The recipient is entitled to dividends during the vesting period but they are paid only if (and to the extent) the restricted share grant ultimately vests.  Any dividends paid for periods prior to vesting are treated as compensation expense.  The Company recognizes the expense over the service period on a straight line basis.  The Company assumes no forfeitures up front and records forfeitures as they occur by reducing expense.  

 

Second, the Company may grant operating units of the Operating LLC to employees.  These grants also vest over a period of time and only have service based vesting criteria.  Because there is a fixed exchange ratio between units of the Operating LLC and shares of Cohen & Company Inc., the fair value of the grant is calculated by taking the closing stock price of Cohen & Company Inc. on the grant date, adjusting for the exchange ratio, and then multiplying by the number of units of the Operating LLC granted.  The recipient is entitled to distributions during the vesting period but they are paid only if (and to the extent) the unit grant ultimately vests.  Any distributions paid for periods prior to vesting are treated as compensation expense.  The Company recognizes the expense over the service period on a straight line basis.  The Company assumes no forfeitures up front and record forfeitures as they occur by reducing expense.  

 

Third, employees may invest in the membership interests of consolidated SPAC sponsor entities.  Because these entities are consolidated and the employees are investing in the consolidated company's non-controlling interest, these equity interests fall under ASC 718.  Generally, the employee invests a de minimis amount and receives an allocation of the founder shares held by the sponsor entity.  The investment generally does not have any explicit vesting criteria associated with it.  Generally, the employee's investment will be worthless if the SPAC in which the sponsor entity has invested is liquidated and it will become worth something if the SPAC completes its business combination.  Therefore, the Company treats these grants as having a performance condition (i.e. the completion of the SPAC business combination).  Further, at the time of the investments, the Company treats this performance condition as being non-probable.  The effect of this is that the Company records no expense related to these investments until (and only if) the business combination is completed.  Upon completion of the business combination, the Company records compensation expense in an amount equal to the fair value of the grant.  The fair value of the grant is equal to the public trading price of the SPAC on the date the business combination is completed adjusted for certain sale restrictions imposed on the shares the employee receives (generally, the shares are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable).  The Company uses a Monte Carlo simulation model to determine the appropriate discount to place on shares that are subject to hurdle prices.  The compensation amount is recorded with an offsetting credit to non-controlling interest.  From that point forward, the shares received by the employee are treated as part of the non-controlling interest and allocated income, expense, gains, and losses accordingly until the applicable sponsor entity is liquidated or otherwise de-consolidated. 

 

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S. Accounting for Income Taxes

 

Cohen & Company Inc. is treated as a C corporation for United States federal and state income tax purposes.  The Company’s voting-controlled subsidiary, the Operating LLC, is treated as a pass-through entity for U.S. federal income tax purposes and in most of the states in which it does business. However, in the periods presented, the Operating LLC or its subsidiaries have been subject to entity level income taxes in certain foreign jurisdictions as well as in New York City and Philadelphia. 

 

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 U.S. GAAP 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 in the period that includes the enactment date.

 

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such a determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations.  As shown in note 23 to the consolidated financial statements contained herein, the Company currently has significant recognized as well as unrecognized deferred tax assets. Deferred tax assets should only be recognized to the extent that the Company determines it can benefit in the future from the asset.  Generally, this determination is based on the Company's estimates of its ability to generate future taxable income.  This determination is complex and subject to judgment.  The determination is ongoing and subject to change. If the Company were to change this determination in the future, a significant deferred tax benefit or deferred tax expense would be recognized as a component of earnings.

 

The Company’s policy is to record penalties and interest as a component of income tax expense (benefit) in the consolidated statements of operations. 

 

T. Other Comprehensive Income / (Loss)

 

The Company reports the components of comprehensive income / (loss) within the consolidated statements of operations and comprehensive income / (loss). Comprehensive income / (loss) includes net income / (loss) from foreign translation adjustment.

 

U. Earnings / (Loss) Per Common Share

 

In accordance with FASB ASC 260, Earnings Per Share (“ASC 260”), the Company presents both basic and diluted earnings / (loss) per common share in its consolidated financial statements and footnotes. Basic earnings / (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income or loss allocable to common stockholders or members by the weighted average number of common shares and restricted stock entitled to non-forfeitable dividends outstanding for the period. Diluted earnings per common share (“Diluted EPS”) reflects the potential dilution of common stock equivalents (such as restricted stock and restricted units entitled to forfeitable dividends, in-the-money stock options, and convertible debt, if they are not anti-dilutive). See note 26 for the computation of earnings/(loss) per common share.

 

V. Business Concentration

 

A significant portion of the Company’s asset management revenues in a year may be derived from a small number of transactions. For the year ended December 31, 2024, the Company earned asset management revenue from CDOs of $1,566 and $7,443 from other investment funds. 

 

Other than revenue earned in its gestation repo operations, the Company’s trading revenue is generated from transactions with a diverse set of institutional customers.  The Company does not consider its trading revenue, other than revenue earned in its gestation repo operations, to be concentrated from a customer or counterparty perspective. See note 11 for discussion of concentrations within the gestation repo operations.

 

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W.  Fair Value of Financial Instruments

 

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments. These determinations were based on available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop the estimates and, therefore, these estimates may not necessarily be indicative of the amount the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Refer to note 9 for a discussion of the valuation hierarchy with respect to the investments carried by the Company at fair value.

 

Cash equivalents: Cash equivalents are carried at historical cost, which is assumed to approximate fair value. The estimated fair value measurement of cash and cash equivalents is classified within level 1 of the valuation hierarchy.

 

Investments-trading: These amounts are carried at fair value. The fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third-party pricing services, or valuation models when quotations are not available.

 

Other investments, at fair value: These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent broker market quotations, or valuation models when quotations are not available. In the case of investments in alternative investment funds, fair value is generally based on the reported net asset value of the underlying fund.

 

Receivables under resale agreements: Receivables under resale agreements are carried at their contracted resale price, have short-term maturities, and are repriced frequently or bear market interest rates and, accordingly, these contracts are at amounts that approximate fair value. The estimated fair value measurements of receivables under resale agreements are based on observations of actual market activity and are generally classified within level 2 of the valuation hierarchy.  

 

Trading securities sold, not yet purchased: These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent market quotations, market price quotations from third-party pricing services, or valuation models when quotations are not available.

 

Other investments, sold not purchased: These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent broker market quotations, or valuation models when quotations are not available.

 

Securities sold under agreement to repurchase: The liabilities for securities sold under agreement to repurchase are carried at their contracted repurchase price, have short-term maturities, and are repriced frequently with amounts normally due in one month or less and, accordingly, these contracts are at amounts that approximate fair value. The estimated fair value measurements of securities sold under agreement to repurchase are based on observations of actual market activity and are generally classified within level 2 of the valuation hierarchy.  

 

Redeemable financial instruments: The liabilities for redeemable financial instruments are carried at their redemption value, which approximates fair value. The estimated fair value measurement of the redeemable financial instruments is classified within level 3 of the valuation hierarchy. 

 

Debt: These amounts are carried at outstanding principal less unamortized discount. However, a substantial portion of the Company's debt was assumed in the AFN Merger and recorded at fair value as of that date. As of December 31, 2024 and 2023, the fair value of the Company’s debt was estimated to be $44,352  and $37,474, respectively. The estimated fair value measurements of the debt are generally based on discounted cash flow models prepared by the Company’s management primarily using discount rates for similar instruments issued to companies with similar credit risks to the Company and are generally classified within level 3 of the valuation hierarchy.  

 

Derivatives: These amounts are carried at fair value. Derivatives may be included as a component of investments-trading; trading securities sold, not yet purchased; and other investments, at fair value. See notes 10 and 11. The fair value is generally based on quoted market prices on an exchange that is deemed to be active for derivative instruments such as foreign currency forward contracts and Eurodollar futures. For derivative instruments, such as TBAs and other extended settlement trades, the fair value is generally based on market price quotations from third-party pricing services. 

 

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X. Investments in Special Purpose Acquisition Companies ("SPACs") Sponsor Entities

 

The Company invested in the sponsor entities of SPACs.  Sponsor entities are limited liability companies (each an "LLC") that pool their members' interests and invest in the private placement of a SPAC.  The SPAC will also raise funds in a public offering and seek to complete a business combination within an agreed upon time frame.  The SPAC will use the proceeds raised from the private placement to pay transaction and operating expenses during the period it is seeking a business combination.  The proceeds of the public offering are placed in an interest bearing trust and can only be used to complete the business combination.  Generally, the public investors must approve any business combination prior to its effectiveness.  If a business combination is not completed within the agreed upon time frame, the SPAC will liquidate and return the public investors' investment to them.  If there are funds remaining after liquidation, the sponsor entities may receive some portion of their investment back, but it is likely they will suffer a total loss of their investment.  If the business combination is completed, the sponsor entities' private placement in the SPAC entitles them to a combination of unrestricted common stock, restricted common stock, and (in some cases) warrants of the post-business combination SPAC (which is a publicly traded company).  The following summarizes the Company's accounting policies related to its investments in these entities:

 

• The sponsor entities are LLCs that give all important decision making rights to their respective managing member.  Furthermore, the other members of the LLC cannot replace the managing member.  Accordingly, the Company has concluded that the sponsor entities are VIEs and the managing member has the power to direct its most important economic activities.  In all cases where the Company was the managing member of a sponsor entity, it also had a significant economic interest in such sponsor entity and therefore consolidated such sponsor entity.  
• In all cases where the Company consolidated a sponsor entity, it has determined that the sponsor entity's private placement investment in the SPAC that it sponsored should be treated as an equity method investment during the SPAC's pre-business combination period.  Furthermore, due to the difficulty of determining the fair value of such an investment in the SPAC's pre-business combination period, the Company has chosen not to elect the fair value option.
• If a SPAC completed its business combination, the sponsor entity's investment in the SPAC was converted to a combination of unrestricted and restricted shares in the post-business combination SPAC.  At this point (assuming the Company consolidated the sponsor entity), the Company accounted for the shares received at fair value.  The Company reclassified any remaining equity method investment to other investments, at fair value and recorded principal transactions income for the difference.  The Company recorded non-controlling interest expense for the SPAC shares that were distributable to the non-controlling interest holders of the sponsor entity.  The fair value of the unrestricted shares received is equal to the public trading price of the SPAC on the date of the business combination.  The fair value of the restricted shares received was adjusted downwards from the public trading price for certain sale restrictions imposed (generally, they are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable).  The Company uses a Monte Carlo simulation model to determine the appropriate discount to place on shares that are subject to hurdle prices.  In the case of a SPAC business combination where the Company consolidated the sponsor entity, generally there is also an equity-based compensation entry to be recorded at the date of the business combination. See the equity-based compensation section above. The Company will continue to mark the sponsor entity's investment in the SPAC to market and record principal transactions income or loss and offsetting non-controlling interest income or expense until the sponsor entity itself distributes all of the SPAC shares it owns to its members and liquidates.  At that point, the Company holds the SPAC shares directly (rather than through a consolidated subsidiary) and records principal transaction income and loss until the SPAC shares are liquidated.  
• The Company also invested in sponsor entities that it does not consolidate because it was not the managing member of such sponsor entity or otherwise did not have the power to direct the sponsor entity's most important activities.  In these cases, the Company treated its investment in the sponsor entity as an equity method investment.  Furthermore, because of the difficulty of determining the fair value of such an investment in the applicable SPAC's pre-business combination period, the Company has chosen to not elect the fair value option.
• If a SPAC completed a business combination and the Company had an equity method investment in the associated sponsor entity, upon completing a business combination, the sponsor entity recorded income equal to the difference between the fair value of the restricted and unrestricted shares it received and the carrying value of its equity method investment in the SPAC.  The Company recognized its share of this gain as income from equity method affiliates.  The sponsor entity continued to mark its investment in the SPAC to market after the business combination and the Company recognized its share of the change in fair value as income or loss from equity method affiliates.  Once the sponsor entity distributed the Company's share of the SPAC shares it owned, the Company reclassified its investment from investment in equity method affiliate to other investments, at fair value as the Company held the SPAC shares directly (rather than through an equity method investee).  The Company then recorded principal transactions income and loss until the SPAC shares are liquidated.
• If a SPAC liquidated and the Company had an investment in it (either directly in the case of consolidated sponsor entities or indirectly in the case of equity method sponsor entities), the Company wrote off its remaining equity method balance and recorded a loss on its equity method investment.  In the case of consolidated sponsor entities, the Company recorded an offsetting entry to non-controlling interest.  

   

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Y. Recent Accounting Developments

 

In August 2023, the FASB issued ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.  The ASU applies to the formation of entities that meet the definition of a joint venture (or a corporate joint venture) as defined in the FASB Accounting Standards Codification Master Glossary. The amendments in the ASU require that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value. The ASU is effective on a prospective basis for all joint ventures with a formation date on or after January 1, 2025. Early adoption of ASU No. 2023-05 is permitted in any interim or annual period in which financial statements have not yet been issued. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements—Codification Amendments in Response to the Securities and Exchange Commission (“SEC’”) Disclosure Update and Simplification Initiative. These amendments clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB accounting standard codification with the  SEC’s regulations.  The ASU will be effective on the date the related disclosure are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027.  Early adoption in not permitted. The Company is currently evaluating the new guidance to determine the impact it may have on the consolidated financial statements, which, is not expected to be material.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The amendments in this ASU address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this ASU are effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. 

 

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The ASU provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for as share-based payment arrangements in accordance with FASB Accounting Standards Codification (FASB ASC) 718, Compensation-Stock Compensation.  The ASU is effective for public business entities for annual periods beginning after December 15, 2024 and interim periods with those annual periods. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

 

In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements. The ASU amends the Codification to remove references to various concepts statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. The Company does not expect the adoption of this ASU to have a significant impact to the Company's consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statements.  The ASU is effective for all entities for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. 

 

In November 2024, the FASB issued ASU 2024-04, Debt— Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

 

 

 

 

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4. OTHER RECENT EVENTS

 

JKD Investor

 

On October 3, 2016, the Operating LLC entered into an investment agreement (the “JKD Investment Agreement”) as amended, by and between the Operating LLC and JKD Capital Partners I LTD ("JKD Investor"), pursuant to which JKD Investor agreed to invest up to $12,000 in the Operating LLC (the “JKD Investment”), $6,000 of which was invested upon the execution of the JKD Investment Agreement, an additional $1,000 was invested in January 2017, and an additional $1,268 was invested in January 2019. The JKD Investor is owned by Jack J. DiMaio, the vice chairman of the board of directors, and his spouse. The Company recorded the JKD Investment as a redeemable financial instrument on the consolidated balance sheets. 

 

Pursuant to the JKD Investment Agreement, upon the termination of the JKD Investment Agreement, the Operating LLC would pay to the JKD Investor an amount equal to the Investment Balance (as is defined in the JKD Investment Agreement) as of the day prior to such termination.

 

Effective September 1, 2024, the Operating LLC and the JKD Investor entered into a Redemption Agreement (the “Redemption Agreement”), pursuant to which, the JKD Investment Agreement was redeemed and terminated in its entirety.  As of September 1, 2024, the JKD Investment Balance under the JKD Investment Agreement was $7,719.

 

Pursuant to the terms and conditions of the Redemption Agreement, the Operating LLC (i) paid to JKD Investor $2,573 of the outstanding amount in cash; and (ii) the Company issued to JKD Investor a senior promissory note (the “2024 Note”) in the aggregate principal amount of $5,146 representing the remaining balance of the JKD Investment. See note 19.

 

2024 Note

 

Effective September1, 2024, as is noted immediately above, the Company issued to JKD Investor the 2024 Note pursuant to the Redemption Agreement. The 2024 Note evidences the Operating LLC’s obligation to repay to the JKD Investor the original principal amount of $5,146. Pursuant to the 2024 Note, the unpaid principal amount and all accrued but unpaid interest thereunder will be due and payable as follows: (i) $2,573 of the principal amount will be due and payable on August 31, 2025, and (ii) $2,573 will be due and payable on August 31, 2026.

 

The 2024 Note accrues interest on the unpaid principal amount from September 1, 2024 until maturity at a rate equal to 12% per year. Interest on the 2024 Note is payable in cash quarterly on each January 1, April 1, July 1, and October 1, commencing on October 1, 2024. Under the 2024 Note, upon the occurrence or existence of any “Event of Default” thereunder, the outstanding principal amount is (or in certain instances, at the option of the holder thereof, may be) immediately accelerated. Further, upon the occurrence of any Event of Default under the 2024 Note and for so long as such Event of Default continues, all principal, interest and other amounts payable under the 2024 Note will bear interest at a rate equal to 13% per year.

 

The 2024 Note may not be prepaid in whole or in part prior to January 31, 2025. The 2024 Note may, with at least 31 days’ prior written notice from the Operating LLC to the holder of the 2024 Note, be prepaid in whole or in part at any time following January 31, 2025 without the prior written consent of the holder of the 2024 Note and without penalty or premium. See note 20.

 

Consolidation of the SPAC Fund

 

Prior to March 31, 2023, the Vellar GP had an investment in the SPAC Fund, the potential to earn incentive fees, and did not consolidate the SPAC Fund.  Effective April 1, 2023, all of the investors in the SPAC Fund, other than the Vellar GP, redeemed all of their interests in the SPAC Fund. As a result, effective April 1, 2023, the Vellar GP became the sole owner of the SPAC Fund and began consolidating it. The Company owns an interest in and consolidates the Vellar GP, and effective April 1, 2023, the Company began consolidating the SPAC Fund as well. The Company recorded the following entry upon consolidation:

 

 

   

Asset/(Liability)

  

Cash and cash equivalents

   $ 257  

Receivables from brokers, dealers, and clearing agencies

     68,066  

Other investments, at fair value

     40,388  

Other assets

     108  

Accounts payable and other liabilities

     (82,968 )

Other investments sold, not yet purchased

     (25,806 )

Vellar GP's remaining investment in the SPAC Fund

   $ 45  
         

 

As of  December 31, 2023, all amounts due to the redeeming investors in the SPAC Fund were paid in full.  See note 31 for discussion of sale of the Company's interest in Vellar GP subsequent to year end. 

 

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The 2020 Senior Notes 

 

On  January 31, 2020, the Operating LLC entered into a note purchase agreement (the “Original Purchase Agreement”) with JKD Investor and RN Capital Solutions LLC, a Delaware limited liability company (“RNCS”). The note purchased by the JKD Investor is herein referred to as the “JKD Note.”  

 

Pursuant to the Original Purchase Agreement, JKD Investor and RNCS each purchased a senior promissory note in the principal amount of $2,250 (for an aggregate investment of $4,500).  The senior promissory notes bore interest at a fixed rate of 12% per annum and matured on  January 31, 2022. On January 31, 2022, the Operating LLC and JKD Investor entered into a note purchase agreement (the "2022 Purchase Agreement"), pursuant to which, among other things, on such date, (i) JKD Investor paid to the Operating LLC an additional $2,250 and (ii) in consideration for such funds, the Operating LLC issued to JKD Investor an amended and restated senior promissory note in the aggregate principal amount of $4,500 (the “Amended and Restated Note”), which Amended and Restated Note amended and restated the JKD Note in its entirety.  The 2022 Purchase Agreement contains customary representations and warranties on the part of each of JKD Investor and the Operating LLC. The Company used these proceeds to retire the $2,250 of 2020 Senior Notes held by RNCS.  See notes 20 and 31.

 

On January 5, 2024, the Operating LLC and JKD Investor entered into an amendment to the Amended and Restated Note, pursuant to which the Amended and Restated Note was amended to (a) extend (i) the maturity date thereof from January 31, 2024 to January 31, 2026, (ii) the date following which the Amended and Restated  may be redeemed by JKD Investor from January 31, 2023 to January 31, 2025, and (iii) the date following which the Amended and Restated Note may be prepaid by the Operating LLC from January 31, 2023 to January 31, 2025; and (b) increase the interest rate payable under the Amended and Restated Note from 10% per annum to 12% per annum effective as of January 31, 2024.

 

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5. NET TRADING 

 

Net trading consisted of the following in the periods presented.



NET TRADING

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Net realized gains / (losses)- trading inventory

   $ 19,163     $ 18,962     $ 12,583  

Net unrealized gains / (losses)-trading inventory

     1,742       (2,087 )     (2,463 )

Gains and losses

     20,905       16,875       10,120  
                         

Interest income-trading inventory

     4,375       4,250       2,888  

Interest income-reverse repos

     37,958       28,238       47,023  

Interest income

     42,333       32,488       49,911  
                         

Interest expense-repos

     (34,496 )     (25,072 )     (31,021 )

Interest expense-margin payable

     (3,852 )     (6,267 )     (2,680 )

Interest expense

     (38,348 )     (31,339 )     (33,701 )
                         

Other trading revenue

     11,519       12,902       13,679  
                         

Net trading

   $ 36,409     $ 30,926     $ 40,009  

 

Trading inventory includes investments classified as investments-trading as well as trading securities sold, not yet purchased.  For discussion of margin payable, see note 6. Other trading revenue is primarily comprised of revenue earned on the Company's agency repo business. See note 11.

 

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6. RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES

 

Amounts receivable from brokers, dealers, and clearing agencies consisted of the following.

 

 

 

RECEIVABLES FROM BROKERS, DEALERS, AND CLEARING AGENCIES

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

Deposits with clearing agencies

   $ 250     $ 250  

Unsettled regular way trades, net

     2,263       1,527  

Receivable from clearing organizations

     43,137       65,024  

Receivables from brokers, dealers, and clearing agencies

   $ 45,650     $ 66,801  

 

 Amounts payable to brokers, dealers, and clearing agencies consisted of the following.

 

 

 

PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

Margin payable

   $ 66,655     $ 111,085  

Payables to brokers, dealers, and clearing agencies

   $ 66,655     $ 111,085  

 

Deposits with clearing agencies represent contractual amounts the Company is required to deposit with its clearing agents. 

 

Securities transactions that settle in the regular way are recorded on the trade date, as if they had settled. The related amounts receivable and payable for unsettled securities transactions are recorded net in receivables from or payables to brokers, dealers, and clearing agencies on the Company’s consolidated balance sheets. The related amounts receivable and payable for unsettled securities transactions are recorded net in receivables from or payables to brokers, dealers, and clearing agencies on the Company’s consolidated balance sheets.

 

Receivables from clearing agencies are primarily comprised of cash received by the Company upon execution of short trades that is restricted from withdrawal by the clearing agent.

 

Margin payable represents amounts borrowed from Pershing, LLC to finance the Company’s trading portfolio.  See note 5 for interest expense incurred on margin payable. All of the Company's securities included in investments-trading and a portion of the Company's securities included in other investments, at fair value serve as collateral for this margin loan.  See note 8.

  

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7. OTHER RECEIVABLES

 

Other receivables consisted of the following.

 

 

 

OTHER RECEIVABLES

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

New issue fee and advisory fee receivable - gross

   $ 3,408     $ 1,181  

Allowance for credit losses

     (2,250 )     -  

New issue fee and advisory fee receivable - net

     1,158       1,181  

Asset management fees receivable

     2,183       1,085  

Accrued interest receivable

     1,595       1,689  

Revenue share receivable

     -       321  

Agency repo income receivable

     522       391  

Miscellaneous other receivables

     1,068       706  

Other receivables

   $ 6,526     $ 5,373  

 

New issue and advisory fees receivable represent amounts owed to JVB from various counterparties for services rendered.  New issue and advisory revenue is recognized when the Company’s performance obligations have been satisfied, and collectability is reasonably assured.  However, in certain cases, collectability becomes doubtful at a later date.  At each reporting period, the Company assesses the collectability of its new issue and advisory receivables.  Each receivable is unique and does not share similar characteristics to be pooled so they are evaluated on an individual basis.  The company records an allowance when, in management’s judgement, one is necessary for credit losses.  During 2024, the Company recorded a provision for credit losses of $2,556, which is included as a component of professional fees and other operating expenses in the statement of operations and we fully wrote off $306 of receivables.  It is the Company's policy to fully write off the receivable and related allowance when it has abandoned collection efforts. 

 

Asset management fees receivable are of a routine and short-term nature.  These amounts are generally accrued monthly and paid on a monthly or quarterly basis.

 

Accrued interest receivable represents interest and dividends accrued on the Company’s investment securities included as a component of investments-trading or other investments, at fair value. Interest payable on securities sold, not yet purchased is included as a component of accounts payable and other liabilities. See note 17.

 

Revenue share receivable represents the amount due to the Company for the Company’s share of a revenue arrangement generated from an entity in which the Company receives a share of the entity’s revenue.

 

Agency repo income receivable represents income receivable on gestation repo trades.  See note 11.

 

Miscellaneous other receivables are receivables that are of a short-term nature.

  

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8. FINANCIAL INSTRUMENTS

 

Investments—Trading

 

Investments-trading consisted of the following.

 

 

INVESTMENTS - TRADING

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

Corporate bonds and redeemable preferred stock

   $ 27,043     $ 53,657  

Derivatives

     4,836       7,470  

Equity securities

     965       928  

Foreign government bond

     88       -  

Municipal bonds

     19,914       20,572  

Residential mortgage loans

     -       3,113  

RMBS

     5       9  

SBA loans

     28,328       -  

U.S. government agency MBS and CMOs

     45,911       88,000  

U.S. government agency debt securities

     21,242       6,567  

U.S. Treasury securities

     -       1,012  

Investments-trading

   $ 148,332     $ 181,328  

 

Substantially all of the Company's investments-trading other than SBA loans serve as collateral for the Company's margin loan payable.  See note 6. The SBA loans serve as collateral for the Company's repurchase obligations.  See note 11.  

 

Trading Securities Sold, Not Yet Purchased

 

Trading securities sold, not yet purchased consisted of the following.

 

 

 

TRADING SECURITIES SOLD, NOT YET PURCHASED

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

Corporate bonds and redeemable preferred stock

   $ 7,342     $ 24,355  

Derivatives

     4,050       6,719  

Equity securities

     83       393  

U.S. government agency debt securities

     40       -  

U.S. Treasury securities

     24,917       34,284  

Trading securities sold, not yet purchased

   $ 36,432     $ 65,751  

 

The Company manages its exposure to changes in interest rates for the interest rate sensitive securities it holds by entering into offsetting short positions for similar fixed rate securities. See note 5 for realized and unrealized gains recognized on investments-trading and trading securities sold, not yet purchased.  

 

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Other Investments, at Fair Value 

 

Other investments, at fair value consisted of the following.

 

OTHER INVESTMENTS, AT FAIR VALUE

(Dollars in Thousands)

 

 

   

December 31, 2024

    

December 31, 2023

  

Equity securities

   $ 1,954     $ 38,038  

Equity derivatives

     73       1,447  

Restricted equity securities

     10,632       2,054  

Corporate bonds and redeemable preferred stock

     531       506  

Notes receivable

     11,250       9,541  

Interests in SPVs

     1,565       12,609  

CREO JV

     6,432       4,783  

U.S. Insurance JV

     2,825       3,107  

Residential loans

     -       132  

Other investments, at fair value

   $ 35,262     $ 72,217  

 

As of  December 31, 2024, $470 of unrestricted equity securities represented long positions related to share forward arrangements (“SFAs”) entered into by the Company. As of December 31, 2023, $26,079 of unrestricted equity securities, $1,447 of equity derivatives, and $6,278 of the fair value receivables represented long positions related to SFAs entered into by the Company.

 

Notes receivable include convertible and non-convertible notes receivable from various counterparties in connection with the Company's advisory business and SFAs that may be convertible into equity shares. These receivables are carried at fair value.

 

Interests in SPVs represents interests the Company has received in SPVs as consideration for services provided by CCM, rather than cash.  The SPVs hold convertible notes receivable interests in the counterparties.  The Company does not consolidate the SPVs and carries its interests in the SPVs at fair value.  See note 9 for discussion of the determination of fair value.  

 

A total of $1,721 and $946 of the amounts shown in other investments, at fair value above serve as collateral for the Company's margin loan payable for the years ended December 31, 2024 and 2023, respectively.  See note 6.  

 

Other Investments Sold, Not Yet Purchased

 

 

OTHER INVESTMENTS SOLD, NOT YET PURCHASED

(Dollars in Thousands)

 

   

December 31, 2024

     December 31, 2023  

Equity securities

   $ 1,181     $ 347  

Share forward liabilities

     470       24,395  

Other investments sold, not yet purchased

   $ 1,651     $ 24,742  

 

 

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9. FAIR VALUE DISCLOSURES

 

Fair Value Option

 

The Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions of ASC 825. The primary reason for electing the fair value option was to reduce the burden of monitoring the differences between the cost and the fair value of the Company’s investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary in nature and to further remove an element of management judgment.

 

Such financial assets accounted for at fair value include:

 

 

•

securities that would otherwise qualify for available for sale treatment;
 

•

investments in equity method affiliates that have the attributes in ASC 946-10-15-2 (commonly referred to as investment companies) or that have fair values that are readily determinable; and 
 

•

investments in residential mortgage loans.

 

The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the investments for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets.

 

The Company recognized net gains (losses) of ($62,560), ($92,931), and ($30,914) related to changes in fair value of investments that were included as a component of other investments, at fair value during the years ended December 31, 2024, 2023, and 2022, respectively. The Company recognized net gains (losses) of $29,658, $107,816, and $307 related to changes in fair value of investments that are included as a component of other investments, sold not yet purchased during the years ended December 31, 2024, 2023, and 2022, respectively.

   

Fair Value Measurements

 

In accordance with ASC 820, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level valuation hierarchy. The valuation hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the valuation hierarchy under ASC 820 are described below.

 

Level 1

Financial assets and liabilities with values that are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2

Financial assets and liabilities with values that are based on one or more of the following:

 

 

1.

Quoted prices for similar assets or liabilities in active markets;
 

2.

Quoted prices for identical or similar assets or liabilities in non-active markets;

 

 

3.

Pricing models with inputs that are derived, other than quoted prices, and are observable for substantially the full term of the asset or liability; or
 

4.

Pricing models with inputs that are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

 

Level 3

Financial assets and liabilities with values that are based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the valuation hierarchy. In such cases, the level in the valuation 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.

 

Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the level 3 category. As a result, the unrealized gains and losses for assets and liabilities within the level 3 category that may be presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

 

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The following tables present information about the Company’s assets and liabilities measured at fair value as of  December 31, 2024 and 2023, and indicate the valuation hierarchy of the valuation techniques utilized by the Company to determine such fair value.

 

 

FAIR VALUE MEASUREMENTS ON A RECURRING BASIS

As of December 31, 2024

(Dollars in Thousands)

 

                   

Significant

    

Significant

  
           

Quoted Prices in

    

Other Observable

    

Unobservable

  
           

Active Markets

    

Inputs

    

Inputs

  

Assets

  

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

  

Investments-trading:

                                

Corporate bonds and redeemable preferred stock

   $ 27,043     $ -     $ 27,043     $ -  

Derivatives

     4,836       -       4,836       -  

Equity securities

     965       352       613       -  

Foreign government bond

     88       -       88       -  

Municipal bonds

     19,914       -       19,914       -  

RMBS

     5       -       5       -  

SBA loans

     28,328       -       28,328       -  

U.S. government agency MBS and CMOs

     45,911       -       45,911       -  

U.S. government agency debt securities

     21,242       -       21,242       -  

Total investments - trading

   $ 148,332     $ 352     $ 147,980     $ -  
                                 

Other investments, at fair value:

                                

Equity securities

   $ 1,954       1,954     $ -     $ -  

Equity derivatives

     73       -       73       -  

Restricted equity securities

     10,632       6,722       3,910       -  

Corporate bonds and redeemable preferred stock

     531       -       531       -  

Notes receivable

     11,250       -       11,250       -  

Interests in SPVs

     1,565             1,565        
      26,005     $ 8,676     $ 17,329     $ -  

Investments measured at NAV (1)

     9,257                          

Total other investments, at fair value

   $ 35,262                          
                                 

Liabilities

                                

Trading securities sold, not yet purchased:

                                

Corporate bonds and redeemable preferred stock

   $ 7,342     $ -     $ 7,342     $ -  

Derivatives

     4,050       -       4,050       -  

Equity securities

     83       83       -       -  

U.S. government agency debt securities

     40       -       40       -  

U.S. Treasury securities

     24,917       24,917       -       -  

Total trading securities sold, not yet purchased

   $ 36,432     $ 25,000     $ 11,432     $ -  



                                

Other investments, sold not yet purchased:

                                

Equity securities

   $ 1,181     $ 1,181     $ -     $ -  

Share forward liabilities

     470       -       470       -  

Total other investments, sold not yet purchased

   $ 1,651     $ 1,181     $ 470     $ -  

 

(1)

As a practical expedient, the Company uses NAV (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the CREO JV. The U.S. Insurance JV invests in U.S. Dollar ("USD") denominated debt issued by small insurance and reinsurance companies.  The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans.  According to ASC 820, these investments are not categorized within the valuation hierarchy.  



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FAIR VALUE MEASUREMENTS ON A RECURRING BASIS

As of December 31, 2023

(Dollars in Thousands)

 

 

                   

Significant

    

Significant

  
           

Quoted Prices in

    

Other Observable

    

Unobservable

  
            Active Markets     Inputs     Inputs  

Assets

  

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

  

Investments-trading:

                                

Corporate bonds and redeemable preferred stock

   $ 53,657     $ -     $ 53,657     $ -  

Derivatives

     7,470       -       7,470       -  

Equity securities

     928       639       289       -  

Municipal bonds

     20,572       -       20,572       -  

Residential mortgage loans

     3,113       -       3,113       -  

RMBS

     9       -       9       -  

U.S. government agency MBS and CMOs

     88,000       -       88,000       -  

U.S. government agency debt securities

     6,567       -       6,567       -  

U.S. Treasury securities

     1,012       1,012       -       -  

Total investments - trading

   $ 181,328     $ 1,651     $ 179,677     $ -  
                                 

Other investments, at fair value:

                                

Equity securities

   $ 38,038     $ 38,038     $ -     $ -  

Equity derivatives

     1,447             1,447        

Restricted equity securities

     2,054       -       2,054       -  

Corporate bonds and redeemable preferred stock

     506       -       506       -  

Notes receivable

     9,541             9,541        

Interests in SPVs

     12,609             12,609        

Residential loans

     132       -       132       -  
      64,327     $ 38,038     $ 26,289     $ -  

Investments measured at NAV (1)

     7,890                          

Total other investments, at fair value

   $ 72,217                          
                                 

Liabilities

                                

Trading securities sold, not yet purchased:

                                

Corporate bonds and redeemable preferred stock

   $ 24,355     $ -     $ 24,355     $ -  

Derivatives

     6,719       -       6,719       -  

Equity securities

     393       393       -       -  

U.S. Treasury securities

     34,284       34,284       -       -  

Total trading securities sold, not yet purchased

   $ 65,751     $ 34,677     $ 31,074     $ -  



                                

Other investments, sold not yet purchased:

                                

Equity securities

   $ 347     $ 347     $ -     $ -  

Share forward liabilities

     24,395       -       24,395       -  

Total other investments, sold not yet purchased

   $ 24,742     $ 347     $ 24,395     $ -  
                                 

 

   

(1)

 As a practical expedient, the Company uses NAV (or its equivalent) to measure the fair value of its investments in the U.S. Insurance JV and the CREO JV. The U.S. Insurance JV invests in USD denominated debt issued by small insurance and reinsurance companies.  The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. According to ASC 820, these investments are not categorized within the valuation hierarchy.  

 

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The following provides a brief description of the types of financial instruments the Company holds, the methodology for estimating fair value, and the level within the valuation hierarchy of the estimate. The discussion that follows applies regardless of whether the instrument is included in investments-trading; other investments sold, not yet purchased; other investments, at fair value; or trading securities sold, not yet purchased.

  

Corporate Bonds and Redeemable Preferred Stock: The Company uses recently executed transactions or third-party quotations from independent pricing services to arrive at the fair value of its investments in corporate bonds and redeemable preferred stock. These valuations are based on a market approach. The Company generally classifies the fair value of these bonds within level 2 of the valuation hierarchy. In instances where the fair values of securities are based on quoted prices in active markets (for example with redeemable preferred stock), the Company classifies the fair value of these securities within level 1 of the valuation hierarchy.

 

Equity Securities: The fair value of equity securities that represent unrestricted investments in publicly traded companies (common or preferred shares, options, warrants, and other equity investments) are determined using the closing price of the security as of the reporting date. These are securities that are traded on a recognized liquid exchange and the Company classifies their fair value within level 1 of the valuation hierarchy.  The fair value of equity securities that represent investments in privately held companies is generally determined either (i) based on a valuation model or (ii) based on recently observed transactions in the same instrument or similar instrument that the Company holds.  These valuations are generally classified within either level 2 or level 3 of the valuation hierarchy. 

 

Equity Securities Without Readily Determinable Fair Value: From time to time, the Company invests in equity securities that do not have a readily determinable fair value that also do not qualify for equity method accounting or the practical expedient for investments in investment companies which are measured at NAV.  In those cases, the Company utilizes the measurement alternative of ASC 321-10-35-2.  This alternative allows the Company to carry the investment at cost minus impairment.  If the Company observes a market transaction for an identical or similar instrument, it will adjust the carrying value of the equity security.  These securities are included as a component of other investments, at fair value.   When measured at fair value using an orderly observable market transaction, it will generally be classified as level 1 in the valuation hierarchy.  Otherwise, it will be classified as level 2 of the valuation hierarchy. 

  

Restricted Equity Securities: Restricted equity securities are investments in publicly traded companies.  However, they are restricted from re-sale until either (a) the share price trades above a certain threshold for a certain period of time or (b) a certain period of time elapses, or both. The Company determines the fair value by utilizing a model that starts with the publicly traded share price but then applies a discount based on a Monte Carlo simulation.  The inputs to this model are observable so the Company generally classifies these securities within level 2 of the valuation hierarchy.  If the restriction is short and deemed immaterial, the Company will determine fair value to be equal to the publicly traded share price without discount and will classify the securities within level 1 of the hierarchy. The Company is not allowed to sell these shares during the restriction period and there is no certainty as to when these hurdles will be met or if they will be met at all.

 

Notes receivable: Notes receivable includes convertible and non-convertible notes. The Company values these instruments using a model.  The main input is the risk-based cash flow discount rates.  In the case where the receivable is convertible into counterparty equity, additional inputs include the counterparty’s share price, volatility, and the risk free rate of return. The inputs to this model are observable so the Company classifies these securities within level 2 of the valuation hierarchy.

 

Foreign Government Bond: The fair value of foreign government bond is estimated using valuations provided by third-party pricing services and classifies the fair value within level 2 of the valuation hierarchy.

 

Interests in SPVs: The Company values these instruments using a model.  The model first determines the fair value of the financial instruments in the SPV and then determines what portion of that fair value is allocable to the Company’s interest in the SPV.  If appropriate, the Company determines the fair value of the financial instruments held by the SPV using a model which may include a Monte Carlo simulation.  The main inputs are the counterparty’s share price, volatility, risk-free rate of return, and risk-based cash flow discount rates.  The inputs to this model are observable so the Company classifies these securities within level 2 of the hierarchy. 

 

Municipal Bonds: Municipal bonds, which include obligations of U.S. states, municipalities, and political subdivisions, primarily include bonds or notes issued by U.S. municipalities. The Company generally values these securities using third-party quotations such as market price quotations from third-party pricing services. The Company generally classifies the fair value of these bonds within level 2 of the valuation hierarchy. The valuations are based on a market approach. In instances where the Company is unable to obtain reliable market price quotations from third-party pricing services, the Company will use its own internal valuation models. In these cases, the Company will classify such securities as level 3 within the valuation hierarchy until it is able to obtain third-party pricing.

 

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Residential Mortgage Loans: The Company generally values these loans using a model.  The model’s main inputs are current market quotations for pooled mortgage loan securities with similar characteristics.  The Company considers the inputs to be observable and therefore classifies the fair value of these loans within level 2 of the valuation hierarchy.

 

RMBS: The Company generally values these securities using third-party quotations such as unadjusted broker-dealer quoted prices or market price quotations from third-party pricing services. These valuations are based on a market approach. The Company generally classifies the fair value of these securities based on third-party quotations within level 2 of the valuation hierarchy.

 

SBA Loans:  The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices, internal valuation models using observable inputs, or market price quotations from third party pricing services. The Company generally classifies these investments within level 2 of the valuation hierarchy.

 

U.S. Government Agency MBS and CMOs: These are securities that are generally traded over the counter. The Company generally values these securities using third-party quotations such as unadjusted broker-dealer quoted prices or market price quotations from third-party pricing services. These valuations are based on a market approach. The Company classifies the fair value of these securities within level 2 of the valuation hierarchy.  

 

U.S. Government Agency Debt Securities: Callable and non-callable U.S. government agency debt securities are measured primarily based on quoted market prices obtained from third-party pricing services. Non-callable U.S. government agency debt securities are generally classified within level 1 and callable U.S. government agency debt securities are classified within level 2 of the valuation hierarchy.

 

U.S. Treasury Securities: U.S. Treasury securities include U.S. Treasury bonds and notes, and the fair values of the U.S. Treasury securities are based on quoted prices or market activity in active markets. Valuation adjustments are not applied. The Company classifies the fair value of these securities within level 1 of the valuation hierarchy.

 

Derivatives:

 

TBAs and Other Forward Agency MBS Contracts  

 

The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices or market price quotations from third party pricing services. TBAs and other forward agency MBS contracts are generally classified within level 2 of the valuation hierarchy. If there is limited transaction activity or less transparency to observe market-based inputs to valuation models, TBAs and other forward agency MBS contracts are classified within level 3 of the valuation hierarchy.  U.S. government agency MBS and CMOs include TBAs and other forward agency MBS contracts.  Unrealized gains on TBAs and other forward agency MBS contracts are included in investments trading on the Company’s consolidated balance sheets and unrealized losses on TBAs and other forward agency MBS contracts are included in trading securities sold, not yet purchased on the Company’s consolidated balance sheets. See note 10.

 

Other Extended Settlement Trades 

 

When the Company buys or sells a financial instrument that will not be settled in the regular time period, the Company will account for that purchase or sale on the settlement date rather than the trade date.  In those cases, the Company accounts for the transaction between trade date and settlement date as a derivative (as either a purchase commitment or sale commitment). The Company will record an unrealized gain or unrealized loss on the derivative for the difference between the fair value of the underlying financial instrument as of the reporting date and the agreed upon transaction price.  The Company will determine the fair value of the financial instrument using the methodologies described above.

 

Equity Derivatives

 

The Company may enter into equity derivatives, which include listed options as well as other derivative transactions with an underlying equity instrument.  Listed options are traded on a recognized liquid exchange and the Company classifies the fair value of these securities within level 1 of the valuation hierarchy.  Other equity derivatives (where the underlying equity instrument is publicly traded but the derivative itself is not) are classified within level 2 of the valuation hierarchy.  See note 10.

 

Foreign Currency Forward Contracts 

 

Foreign currency forward contracts are exchange-traded derivatives, which transact on an exchange that is deemed to be active.  The fair value of the foreign currency forward contracts is based on current quoted market prices.  Valuation adjustments are not applied.  These are classified within level 1 of the valuation hierarchy. See note 10.

 

Share Forward Liabilities

 

Share forward liabilities are included as a component of other investments sold, not yet purchased in the Company's balance sheets.  The Company utilizes a model to value these instruments with observable inputs and considers these derivatives as level 2 within the fair value hierarchy.  See note 10.

 

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Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent)

 

The following table presents additional information about investments in certain entities that calculate NAV per share (regardless of whether the “practical expedient” provisions of ASC 820 have been applied), which are measured at fair value on a recurring basis as of December 31, 2024 and 2023.

  

FAIR VALUE MEASUREMENTS OF INVESTMENTS IN CERTAIN ENTITIES

THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT)

(Dollars in Thousands)

 

   

December 31, 2024

    

Unfunded Commitments

    

Redemption Frequency

    

Redemption Notice Period

  

Other investments, at fair value

                                

CREO JV (a)

   $ 6,432     $ 10,118      

N/A

      

N/A

  

U.S. Insurance JV (b)

     2,825       N/A      

N/A

      

N/A

  
    $ 9,257                          

 

   

December 31, 2023

    

Unfunded Commitments

    

Redemption Frequency

    

Redemption Notice Period

  

Other investments, at fair value

                                

CREO JV (a)

   $ 4,783     $ 11,150       N/A       N/A  

U.S. Insurance JV (b)

     3,107       N/A       N/A       N/A  
    $ 7,890                          

 

N/A – Not applicable.

 

(a) The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans.

(b)

The U.S. Insurance JV invests in USD denominated debt issued by small and medium sized insurance and reinsurance companies.

  

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10. DERIVATIVE FINANCIAL INSTRUMENTS

 

The Company may, from time to time, enter into the following derivative instruments:

 

Equity Derivatives

 

A significant portion of the Company’s equity holdings are carried at fair value.  From time to time, the Company hedges a portion of this exposure by entering into equity derivatives such as puts and short call options.  These derivative positions are held at fair value as a component of other investments, at fair value and other investments sold, not yet purchased in the Company’s consolidated balance sheets.  As of  December 31, 2024 and December 31, 2023, the Company had no options. From time to time, the Company may also enter into forward purchase commitments for equity securities.  

 

In addition, the Company may engage in advisory transactions that result in a receivable that can be paid in cash or a variable number of equity instruments.  In such instances, the Company would record the receivable as a component of other assets in its consolidated balance sheets and record the equity component as an embedded derivative.  All equity derivatives are carried at fair value as a component of other investments, at fair value or other investments sold, not yet purchased in the Company’s consolidated balance sheets.  As of  December 31, 2024 and December 31, 2023, the Company had equity derivatives included in other investments at fair value of $73 and $1,447, respectively.

 

The Company may hedge a portion of the exposure from these equity investments by entering into short trades.  These short trades are not treated as derivatives and are carried as a component of other investments sold, not yet purchased in the Company's consolidated balance sheets.  See note 8.

 

TBAs and Other Forward Agency MBS Contracts 

 

The Company enters into TBAs and other forward agency MBS transactions for three main reasons.

 

 

(i)

The Company trades U.S. government agency obligations.  In connection with these activities, the Company may be required to maintain inventory in order to facilitate customer transactions.  In order to mitigate exposure to market risk, the Company may enter into the purchase and sale of TBAs and other forward agency MBS contracts.
 

(ii)

The Company also enters into TBAs and other forward agency MBS contracts in order to assist clients (generally small to mid-size mortgage loan originators) in hedging the interest rate risk associated with the mortgages owned by these clients.
 

(iii)

Finally, the Company may enter into TBAs and other forward agency MBS contracts on a speculative basis.

 

The Company carries the TBAs and other forward agency MBS contracts at fair value and includes them as a component of investments-trading or trading securities sold, not yet purchased in the Company’s consolidated balance sheets. At December 31, 2024, the Company had open TBA and other forward MBS purchase agreements in the notional amount of $852,450 and open TBA and other forward MBS sale agreements in the notional amount of $883,900. At December 31, 2023, the Company had open TBA and other forward agency MBS purchase agreements in the notional amount of $592,000 and open TBA and other forward agency MBS sale agreements in the notional amount of $618,425. 

 

Other Extended Settlement Trades 

 

When the Company buys or sells a financial instrument that will not settle in the regular time period, the Company will account for that purchase and sale on the settlement date rather than the trade date.  In those cases, the Company accounts for the transaction between trade date and settlement date as either a forward purchase commitment or a forward sale commitment, both considered derivatives.  The Company will record an unrealized gain or unrealized loss on the derivative for the difference between the fair value of the underlying financial instrument as of the reporting date and the agreed upon transaction price.  As of  December 31, 2024, the Company had open forward purchase commitments in the notional amount of $1,593 and open forward sales commitments in the notional amount of $0.  At December 31, 2023, the Company had no open forward purchase or sale commitments. 

 

Foreign Currency Forward Contracts 

 

The Company invests in foreign currency denominated investments that expose it to fluctuations in foreign currency rates, and, therefore, the Company may, from time to time, hedge such exposure by using foreign currency forward contracts.  The Company carries the foreign currency forward contracts at fair value and includes them as a component of other investments, at fair value in the Company’s consolidated balance sheets.  As of December 31, 2024 and 2023, the Company had no outstanding foreign currency forward contracts. 

 

The following table presents the Company’s derivative financial instruments and the amount and location of the fair value (unrealized gain / (loss)) presented in the consolidated balance sheets as of December 31, 2024 and 2023. 

 

 

 

 

 

DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION

(Dollars in Thousands)

 

Derivative Financial Instruments Not Designated as Hedging Instruments Under ASC 815

  

Balance Sheet Classification

  

December 31, 2024

    

December 31, 2023

  

TBAs and other forward agency MBS

  

Investments-trading

   $ 4,836     $ 7,470  

TBAs and other forward agency MBS

  

Trading securities sold, not yet purchased

     (4,050 )     (6,719 )

Equity derivatives

  

Other investments, at fair value

     73       1,447  

Share forward liabilities

  

Other investments sold, not yet purchased, at fair value

     (470 )     (24,645 )
        $ 389     $ (22,447 )

 

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The following table presents the Company’s derivative financial instruments and the amount and location of the net gain (loss) recognized in the consolidated statement of operations. 

 

 

  

DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION

(Dollars in Thousands)

 

     

For the Year Ended December 31,

  

Derivative Financial Instruments Not Designated as Hedging Instruments Under ASC 815

Income Statement Classification

  

2024

    

2023

    

2022

  

TBAs and other forward agency MBS

Revenues-net trading

   $ 5,230     $ 3,933     $ 8,883  

Equity derivatives

Principal transactions and other income (loss)

     -       603       -  

Share forward liabilities

Principal transactions and other income (loss)

     22,871       108,084       -  
      $ 28,101     $ 112,620     $ 8,883  

 

The share forward liabilities offset certain long positions included as a component of other investments, at fair value.  The offsetting long positions had income / (loss) of ( $20,919) and ( $83,707) for the twelve months ended December 31, 2024 and 2023, respectively.  

 

SFAs

 

The Company has engaged in several transactions known as SFAs. In a typical SFA transaction, the Company acquires an interest in a publicly traded company (referred to as the “SFA Counterparty”) through open market purchases, direct acquisitions from the SFA Counterparty, or a combination thereof. These interests can take the form of unrestricted common shares, restricted common shares, equity derivatives, or notes receivable. Upon acquiring these interests, the Company enters into an SFA derivative arrangement with the SFA Counterparty. In cases where the Company acquires its interests in the SFA Counterparty through open market purchases, the SFA generally requires an up-front payment to the Company from the SFA Counterparty. The amount of this payment equals the cost paid by the Company paid for those interests, less a shortfall amount in certain cases. To fund the shortfall portion of the initial investment, the Company will utilize available cash on hand or available financing.

 

The SFA stipulates that the Company must make a payment to the SFA Counterparty on a certain maturity date. Depending on the terms of the SFA, this payment may be made in cash, by returning the acquired interests, or through a combination of both. In some cases, the SFA requires the payment to be made exclusively in cash.

 

Importantly, the SFA does not obligate the Company to hold the interests that it acquired in the SFA Counterparty. Following the execution of the SFA, the Company is free to sell the interests in the SFA Counterparty (assuming the interests themselves are not restricted from transfer). Additionally, SFAs generally include a feature whereby if the Company holds the interests  in the SFA Counterparty that it acquired until maturity or another agreed-upon date, the Company becomes eligible to receive an additional payment from the SFA Counterparty, either in cash or in additional interests in the SFA Counterparty. Such a payment is known as the “Maturity Consideration.”

 

Furthermore, SFAs usually include a provision allowing the Company to terminate the SFA, either in whole or in part, before its maturity by making an agreed-upon payment based on an amount defined in the SFA (the “Reset Price”). The Reset Price may either remain fixed throughout the term of the SFA, or fluctuate based on certain calculations within the SFA.

 

SFAs also impose various obligations on the SFA Counterparty, that   may include registering a predetermined number of the interests in the SFA Counterparty (subject to the SFA) with the SEC, maintaining a listing of the SFA Counterparty securities on a national exchange, and/or that the closing price of the SFA Counterparty’s shares on the public exchange does not fall below a predetermined price for a specific period of time. If any of these SFA Counterparty obligations are breached or not satisfied, the Company  may have the right to terminate the SFA early and accelerate the payment of the Maturity Consideration upon termination. The SFAs provide the right of set off in the case of Maturity Consideration, thereby allowing the Company to keep the interests it holds in the SFA Counterparty and offset the Maturity Consideration it is owed following termination of the applicable SFA.

 

The Company accounts for SFA transactions as follows:

 

 

●

The interests in public companies that it owns are carried at fair value. Refer to note 9 for further details on determining the fair value of unrestricted common shares, restricted common shares, equity derivatives, or note receivable.

 

 

●

The derivative obligation arising from the SFA is also carried at fair value. Fair value represents the amount the Company would need to pay to settle the SFA obligation at any reporting period date. If the SFA allows the Company multiple methods of settling the obligation, the Company will choose the most advantageous one to value the derivative obligation. In performing this calculation, only settlement methods contractually available to the Company at the reporting date will be considered (i.e., ones available at some future date will not be considered). For instance, if the Company may terminate the SFA early by either returning common shares or making a cash payment based on the Reset Price, the liability will be valued at the lower of: (i) the fair value of the common shares and (ii) the cash amount based on the Reset Price.

 

 

●

The Company does not recognize any Maturity Consideration as revenue until it is earned under the contract, either by meeting the hold period requirement or due to a breach of obligation by the SFA Counterparty that enables the Company to terminate the SFA early.  

 

 

●

In cases where the Company earns Maturity Consideration and the amount it is owed exceeds the fair value of the interest it owns that is available to offset, the Company will consider the probability of payment of the remaining Maturity Consideration based on the credit quality of the SFA Counterparty and general market conditions.  If the Company determines that the collection of the remaining Maturity Consideration owed is not probable, the Company will not record the unpaid portion.  

 

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The following table shows the carrying value of the assets and liabilities of SFA transactions as of the reporting period dates.

 

SHARE FORWARD ARRANGEMENTS

(Dollars in Thousands)

 

 

   

December 31, 2024

    

December 31, 2023

  

Equity securities

   $ 470     $ 26,079  

Equity derivatives

     -       1,447  

Notes receivable

     -       6,278  

Share forward liabilities

     -       (24,645 )

Net fair value of share forward arrangements

   $ 470     $ 9,159  

 

The Company entered into SFAs primarily through its consolidated subsidiary, Vellar GP.  See note 31 for discussion of sale of the Company's interest in Vellar GP subsequent to year end. Therefore, the Company does not expect to have significant SFA activity in the future.  

 

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11. COLLATERALIZED SECURITIES TRANSACTIONS

 

Gestation Repo 

 

Gestation repo involves entering into repo and reverse repo transactions where the underlying collateral security represents a pool of newly issued mortgage loans.  The borrowers (the reverse repo counterparties) are generally mortgage originators.  The lenders (the repo counterparties) are a diverse group of the counterparties comprised of banks, insurance companies, and other financial institutions.  The Company self-clears its gestation repo transactions.

 

Gestation trades can be structured in two ways:

 

On Balance Sheet: The Company executes a reverse repo with the borrower and a matching repo (with the same collateral and maturity date) with the lender.  In this case, the Company is a principal to each trade and is borrowing from one counterparty and lending to another and earning net interest margin.  These transactions are referred to by the Company as on balance sheet gestation repo trades. 

 

Agency Repo: Similar to the on balance sheet repo, the Company first executes a reverse repo with the borrower and a matching repo (with the same collateral and maturity date) with the lender.  However, in this case, all three parties (the borrower, the lender, and the Company) simultaneously enter into an assignment agreement.  The effect of this assignment is to remove the Company as principal to the reverse repo and repo and have the lender and borrower directly face each other in a repo trade.  The Company receives a fee for its role in arranging the financing.  These transactions are referred to by the Company as agency gestation repo trades. 

 

Bankruptcy of Gestation Counterparty 

 

As of June 30, 2022, the Company had an outstanding reverse repo balance with First Guaranty Mortgage Corporation (“FGMC”) totaling $269,228.  Effective June 30, 2022, FGMC filed for bankruptcy.   Subsequent to June 30, 2022, the Company issued a default notice to FGMC under the reverse repo.  The Company took possession of the collateral and began liquidating it. 

 

As of December 31, 2024, the Company had liquidated all of the collateral residential mortgage loans. As of December 31, 2023, the Company held $3,113 of collateral residential mortgage loans. The loans were carried at fair value and included in investments-trading in the consolidated balance sheets.

 

During the year ended December 31, 2022, the Company recorded a gross loss of $5,454 in connection with the FGMC reverse repo.  Of the $5,454 loss, $5,244 was recorded as a reduction in net trading revenue and $210 was recorded in professional fees and other operating expenses in the Company's statement of operations.  The Company has filed an unsecured claim under bankruptcy proceedings related to this loss but does not expect to receive a material recovery. To the extent any recovery is received, the Company will recognize it on a cash basis as received, as a component of net trading revenue. In connection with the loss, the Company recorded a reversal of accrued incentive compensation of $1,753.  During the year ended December 31, 2022, the net impact to earnings was $3,701. During the years ended December 31, 2023 and 2024, the Company recorded additional losses of $1,752 and $4, respectively, which were included as a component of net trading revenue related to the decline in fair value of the remaining collateral.  

 

Other Repo Transactions 

 

In addition to the Company’s matched book repo business, the Company may also enter into reverse repos to acquire securities to cover short positions or as an investment. Additionally, the Company may enter into repos to finance the Company’s securities positions held in inventory.  These repo and reverse repo agreements are generally cleared on a bilateral or triparty basis; no clearing broker is involved.  

 

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Concentration 

 

In the gestation repo business, the demand for borrowed funds is generated by the reverse repo counterparty and the supply of funds is provided by the repo counterparty. 

 

The gestation repo business has been, and continues to be, concentrated as to reverse repo counterparties.  The Company conducts this business with a limited number of reverse repo counterparties.  As of December 31, 2024 and 2023, the Company’s gestation reverse repos shown in the tables below represented balances from 7 and 7 counterparties, respectively.  The Company also has a limited number of repo counterparties in the gestation repo business.  However, this is primarily a function of the limited number of reverse repo counterparties with whom the Company conducts this business rather than a reflection of a limited supply of funds.  Therefore, the Company considers the gestation repo business to be concentrated on the demand side. 

 

Repo Information 

 

As of  December 31, 2024 and 2023, the Company held reverse repos of $668,259 and $408,408, respectively, and the fair value of securities and cash received as collateral under reverse repos was $673,684 and $415,057, respectively.

 

As of  December 31, 2024 and 2023, the Company had repos of $695,966 and $408,203, respectively, and the fair value of securities pledged as collateral under repos was $700,202 and $415,057 respectively. These amounts include collateral for reverse repos that were re-pledged as collateral for repos.

 

The total net revenue earned by the Company on its gestation repo business (net interest and fee revenue) was $15,151, $16,068, and $30,595, for the years ended December 31, 2024, 2023, and 2022, respectively. 

 

ASC 210 provides the option to present reverse repo and repo on a net basis if certain netting conditions are met.   The Company presents all repo and reverse repo transactions as well as counterparty cash collateral (see note 17) on a gross basis even if the underlying netting conditions are met.  The amounts in the table below are presented on a gross basis. 

   

The following tables summarize the remaining contractual maturity of the gross obligations under repos accounted for as secured borrowings segregated by the underlying collateral pledged as of each date shown.  All amounts as well as counterparty cash collateral (see notes 7 and 17) are subject to master netting arrangements.

 

 

 

 

SECURED BORROWINGS

(Dollars in Thousands)

December 31, 2024

 

   

Repurchase Agreements

  
   

Remaining Contractual Maturity of the Agreements

  

Collateral Type:

  

Overnight and Continuous

    

Up to 30 days

    

30 - 90 days

    

Greater than 90 days

    

Total

  

MBS (gestation repo)

   $ -     $ 667,548     $ -     $ -     $ 667,548  

SBA loans

     28,418       -       -       -       28,418  
    $ 28,418     $ 667,548     $ -     $ -     $ 695,966  

 

   

Reverse Repurchase Agreements

  
   

Remaining Contractual Maturity of the Agreements

  

Collateral Type:

  

Overnight and Continuous

    

Up to 30 days

    

30 - 90 days

    

Greater than 90 days

    

Total

  

MBS (gestation repo)

   $ -     $ 668,259     $ -     $ -     $ 668,259  

 

The weighted average interest rate of the repurchase agreements outstanding as of  December 31, 2024 was 5.18%. The weighted average interest rate of the reverse repurchase agreements outstanding as of December 31, 2024 was 5.81%.

 

 

 

 

SECURED BORROWINGS

(Dollars in Thousands)

December 31, 2023

 

   

Repurchase Agreements

  
   

Remaining Contractual Maturity of the Agreements

  

Collateral Type:

  

Overnight and Continuous

    

Up to 30 days

    

30 - 90 days

    

Greater than 90 days

    

Total

  

MBS (gestation repo)

   $ -     $ 408,203     $ -     $ -     $ 408,203  

 

   

Reverse Repurchase Agreements

  
   

Remaining Contractual Maturity of the Agreements

  

Collateral Type:

     Overnight and Continuous       Up to 30 days       30 - 90 days       Greater than 90 days       Total  

MBS (gestation repo)

   $ -     $ 408,408     $ -     $ -     $ 408,408  

 

The weighted average interest rate of the repurchase agreements outstanding as of December 31, 2023 was 6.1%. The weighted average interest rate of the reverse repurchase agreements outstanding as of December 31, 2023 was 6.87%.

 

 

 

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12. INVESTMENTS IN EQUITY METHOD AFFILIATES

 

Equity method accounting requires that the Company record its investments in equity method affiliates on the consolidated balance sheets and recognize its share of the equity method affiliates’ net income as earnings in each reporting period. The Company elected to use the cumulative earnings approach for the distributions it receives from its equity method investments. Under the cumulative earnings approach, any distributions received up to the amount of cumulative earnings are treated as return on investment and classified in operating activities within the cash flows. Any excess distributions would be considered as return of investments and classified in investing activities.

 

The Company has certain equity method affiliates for which it has elected the fair value option.  Those investees are excluded from the table below.  Those investees are included as a component of other investments, at fair value in the consolidated balance sheets.  All gains and losses (unrealized and realized) from investments classified as other investments, at fair value in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statement of operations.

 

The following table summarizes the activities and earnings of the Company’s investments that are accounted for under the equity method. See note 4 and note 31.

  

INVESTMENTS IN EQUITY METHOD AFFILIATES

(Dollars in Thousands)

 

   

Insurance SPAC III

    

Dutch Real Estate Entities

    

SPAC Sponsor Entities and Other

    

Total

  

December 31, 2021

   $ 4,543     $ 5,600     $ 38,095     $ 48,238  

Investments / advances

     1,355       -       1,259       2,614  

Distributions / repayments

     -       -       (77 )     (77 )

Reclasses to (from)

     -       -       (20,915 )     (20,915 )

Earnings / (loss) realized

     (5,898 )     (70 )     (14,963 )     (20,931 )

December 31, 2022

     -       5,530       3,399       8,929  

Investments / advances

     -       -       1,896       1,896  

Distributions / repayments

     -       -       (2,091 )     (2,091 )

Reclasses to (from)

     -       -       (10,102 )     (10,102 )

Earnings / (loss) realized

     -       334       15,275       15,609  

December 31, 2023

     -       5,864       8,377       14,241  

Investments / advances

     -       -       236       236  

Distributions / repayments

     -       -       (1,026 )     (1,026 )

Reclasses to (from)

     -       -       (11,725 )     (11,725 )

Earnings / (loss) realized

     -       (759 )     22,463       21,704  

December 31, 2024

   $ -     $ 5,105     $ 18,325     $ 23,430  



Insurance SPAC III represents the Company's consolidated subsidiaries' equity method investments in  INSU Acquisition Corp. III, which completed its IPO in December 2020 and was liquidated in December 2022 without completing a business combination within the required time period.

 

Dutch Real Estate Entities includes: (i) Amersfoort Office Investment I Coöperatief U.A. (“AOI”), a company based in the Netherlands that invests in real estate, and (ii) CK Capital Partners B.V. (“CK Capital”), a company based in the Netherlands that manages investments in real estate. 

 

The amounts included as SPAC Sponsor Entities and Other represent the Company's investment in SPAC sponsor entities that have not yet completed a business combination or from SPAC sponsor entities that have completed business combinations but have not yet distributed shares to sponsor investors and other equity method investments.  If these SPAC sponsor entities are unsuccessful in completing a business combination and the underlying SPAC liquidates, the Company will likely receive no distributions in kind or in cash related to these investments and the remaining balances will be recorded as a component of loss from equity method investments in the consolidated statement of operations.

 

 

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The following tables show certain summary financial data of all the Company's equity method investees.  These amounts include all equity method investees whether accounted for under the equity method or at fair value.  All information is presented on a combined basis.

 

   

December 31, 2024

    

December 31, 2023

  

Total Assets

   $ 620,512     $ 628,495  
                 
                 

Liabilities

   $ 317,160     $ 329,661  

Equity allocable to the controlling interest

     303,227       298,709  

Noncontrolling interest

     125       125  

Total Equity

     303,352       298,834  

Total Liabilities & Equity

   $ 620,512     $ 628,495  

 

 

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  
                         

Net income/(loss)

   $ 19,618     $ 17,858     $ (100,481 )

Net income/(loss) attributable to the investee

   $ 19,603     $ 17,843     $ (100,495 )

 

 

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13. GOODWILL 

 

Goodwill is comprised of the following.

 

 

 

 

GOODWILL

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

AFN

   $ 109     $ 109  

Goodwill

   $ 109     $ 109  

 

 

The annual impairment testing date for AFN goodwill is October 1. The first testing date following the AFN Merger was October 1, 2010. The Company determined the goodwill was not impaired as of 2024, 2023, and 2022. The Company concluded there was no triggering event for the goodwill related to AFN.

 

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14. LEASES 

 

As of December 31, 2024, all of the leases to which the Company was a party were operating leases.  The weighted average remaining term of the leases was 9.4 years.  The weighted average discount rate for the leases was 5.95%. Maturities of operating lease liability payments consisted of the following.

 

 

FUTURE MATURITY OF LEASE LIABILITIES

(Dollars in Thousands)

 

   

December 31, 2024

  

2025

   $ 2,051  

2026

     2,437  

2027

     2,458  

2028

     2,471  

2029

     2,400  

Thereafter

     10,274  

Total

     22,091  

Less imputed interest

     (5,516 )

Lease obligation

   $ 16,575  

 

During the twelve months ended December 31, 2024 and 2023, total cash payments of $1,948 and $2,700, respectively, were recorded as a reduction in the operating lease obligation.  No cash payments were made to acquire right of use assets.

 

In December 2023, the Company executed a second amendment ("Second Lease Amendment") to its 3 Columbus Circle LLC original lease agreement. The Second Lease Amendment provided for the Company to lease additional space in the building in conjunction with surrendering certain currently occupied premises. The Second Lease Amendment provided for the landlord, at its sole cost and expense and without charge to the Company, to perform certain work expressly set forth in the Second Lease Amendment. The commencement date for the new lease is defined in the Second Lease Amendment as the date the landlord delivers to the Company the additional space as defined in the Second Lease Amendment with the landlord's work substantially complete, which occurred in the fourth quarter of 2024.  The cash flow payments and related lease liability pertaining to the Second Lease Amendment are included in the table and amounts presented above.  See note 28.  

 

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15. OTHER ASSETS

 

Other assets consisted of the following.

 

 

 

OTHER ASSETS

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

Deferred costs

   $ 93     $ -  

Prepaid expenses

     2,305       1,328  

Prepaid income taxes

     -       235  

Deposits

     714       730  

Furniture, equipment, and leasehold improvements, net

     1,975       1,282  

Intangible assets

     166       166  

Other assets

   $ 5,253     $ 3,741  

 

Deferred costs and prepaid expenses represent amounts paid for services that are being amortized over their expected period of use and benefit.  They are all routine and short-term in nature.  Deposits are amounts held by landlords or other parties, which will be returned or offset upon satisfaction of a lease or other contractual arrangement. Intangible assets represent the carrying value of the JVB broker-dealer license.

 

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16. FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET

 

Furniture, equipment, and leasehold improvements, net, which are included as a component of other assets on the consolidated balance sheets, were as follows.

 

 

 

FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET

(Dollars in Thousands)

 

   

Estimated Useful Lives (In Years)

    

December 31, 2024

    

December 31, 2023

  

Furniture and equipment

     3 to 5     $ 4,150     $ 3,448  

Leasehold improvements

     5 to 10       756       560  
              4,906       4,008  

Accumulated depreciation

             (2,931 )     (2,726 )

Furniture, equipment, and leasehold improvements, net

           $ 1,975     $ 1,282  

 

For the year ended December 31, 2024, the Company wrote-off fully depreciated furniture, equipment, and leasehold improvements of $350.

 

The Company recognized depreciation and amortization expense of $556, $563, and $557 for the years ended December 31, 2024, 2023, and 2022, respectively, as a component of depreciation and amortization on the consolidated statements of operations, all of which represented depreciation of furniture, equipment, and leasehold improvements.

   

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17. ACCOUNTS PAYABLE AND OTHER LIABILITIES

 

Accounts payable and other liabilities consisted of the following.

 

ACCOUNTS PAYABLE AND OTHER LIABILITIES

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

Accounts payable

   $ 812     $ 1,180  

Redeemable financial instrument accrued interest

     -       90  

Accrued income tax

     284       -  

Accrued interest payable

     651       474  

Accrued interest on securities sold, not yet purchased

     225       725  

Payroll taxes payable

     2,056       2,118  

Cash collateral held from repo and or reverse repo counterparties

     3,930       -  

Accrued expense and other liabilities

     2,955       3,528  

Accounts payable and other liabilities

   $ 10,913     $ 8,115  

 

The redeemable financial instrument accrued interest represents accrued interest on the JKD Capital Partners I LTD redeemable financial instruments.  See notes 19 and 20.

 

Cash collateral from repo and or reverse repo counterparties represents collateral received by the Company, which is owed back to reverse repurchase agreement counterparties. When the Company enters into a reverse repo, the Company obtains collateral in excess of the principal of the reverse repo.  The Company accepts collateral in the form of liquid securities or cash.  To the extent the Company receives cash collateral, the Company includes it as a component of other liabilities in the table above.  See note 11.

 

 

 

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18. VARIABLE INTEREST ENTITIES

 

As a general matter, a reporting entity must consolidate a VIE when it is deemed to be the primary beneficiary.  The primary beneficiary is the entity that has both (a) the power to direct the matters that most significantly impact the VIE’s financial performance and (b) a significant variable interest in the VIE. 

 

Consolidated VIEs

 

The Company determined it was the primary beneficiary of several VIEs and therefore has consolidated them.  The following table provides certain summary information regarding the consolidated VIEs.

 

   

December 31, 2024

    

December 31, 2023

  

Cash and cash equivalents

   $ 59     $ 27  

Other receivables

     19       -  

Receivables from brokers, dealers, and clearing agencies

     2,154       461  

Other investments, at fair value

     5,680       34,129  

Investment in equity method affiliates

     15,881       2,638  

Accounts payable and other liabilities

     (4 )     -  

Other investments sold, not yet purchased

     (1,591 )     (24,396 )

Non-controlling interest

     (11,460 )     (9,604 )

Investment in consolidated VIEs

   $ 10,738     $ 3,255  

 

The maximum potential loss the Company could incur related to the consolidated VIEs is the investment in the consolidated VIEs shown in the table above. 

 

The Company’s Principal Investing Portfolio 

 

Included in other investments, at fair value and investment in equity method affiliates in the consolidated balance sheets are unconsolidated investments in several VIEs.  In each case, the Company determined that it was not the primary beneficiary. The maximum potential financial statement loss the Company would incur if the VIEs were to default on all their obligations would be the loss of the carrying value of these investments as well as any future investments the Company were to make.  As of  December 31, 2024 and 2023, there were $10,118 and $11,150, respectively, of unfunded investment commitments to VIEs in which the Company has invested.  Other than its investment in these entities, the Company did not provide financial support to these VIEs during the years ended December 31, 2024 and 2023, and had no liabilities, contingent liabilities, or guarantees (implicit or explicit) related to these VIEs at December 31, 2024 and 2023.  See table below. 

 

 

For each investment management contract entered into by the Company, the Company assesses whether the entity being managed is a VIE and if the Company is the primary beneficiary.  Certain of the Investment Vehicles managed by the Company are VIEs.  Under the current guidance of FASB ASU 2015-12, the Company has concluded that its asset management contracts are not variable interests.  Currently, the Company has no other interests in entities it manages that are considered variable interests and are considered significant.  Therefore, the Company is not the primary beneficiary of any VIEs that it manages. 

 

The Company’s Trading Portfolio

 

From time to time, the Company may acquire an interest in a VIE through the investments it makes as part of its trading operations, which are included as investments-trading or securities sold, not yet purchased in the consolidated balance sheets.  Due to the high volume of trading activity in which the Company engages, the Company does not perform a formal assessment of each individual investment within its trading portfolio to determine if the investee is a VIE and if the Company is a primary beneficiary.  Even if the Company were to obtain a variable interest in a VIE through its trading portfolio, the Company would not be deemed to be the primary beneficiary for two main reasons: (a) the Company does not usually obtain the power to direct activities that most significantly impact any investee’s financial performance and (b) a scope exception exists within the consolidation guidance for cases where the reporting entity is a broker-dealer and any control (either as the primary beneficiary of a VIE or through a controlling interest in a voting interest entity) was deemed to be temporary.  In the unlikely case that the Company obtained the power to direct activities and obtained a significant variable interest in an investee in its trading portfolio that was a VIE, any such control would be deemed to be temporary due to the rapid turnover of the Company’s trading portfolio. 

 

The following table presents the carrying amounts of the assets in the Company’s consolidated balance sheets related to the Company’s variable interests in identified VIEs with the exception of (i) the two trust VIEs that hold the Company’s junior subordinated notes (see note 20) and (ii) any security that represents an interest in a VIE that is included in investments-trading or securities sold, not yet purchased in the Company’s consolidated balance sheets. The table below shows the Company’s maximum exposure to loss associated with these identified nonconsolidated VIEs in which it holds variable interests at December 31, 2024 and 2023.

 

 

 

 

CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

Other investments, at fair value

   $ 10,822     $ 20,499  

Investments in equity method affiliates

     2,446       5,739  

Maximum Exposure

   $ 13,268     $ 26,238  

 

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19.  REDEEMABLE FINANCIAL INSTRUMENTS 

 

Redeemable financial instruments consisted of the following.

 

 

REDEEMABLE FINANCIAL INSTRUMENTS

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

JKD Investor

   $ -     $ 7,868  
    $ -     $ 7,868  

 

JKD Investor

 

On October 3, 2016, the Operating LLC entered into the JKD Investment Agreement by and between the Operating LLC and JKD Investor, pursuant to which JKD Investor agreed to invest up to $12,000 in the Operating LLC, $6,000 of which was invested upon the execution of the JKD Investment Agreement, an additional $1,000 was invested in January 2017, and an additional $1,268 was invested in January 2019. The JKD Investor is owned by Jack J. DiMaio, the vice chairman of the board of directors, and his spouse. The JKD Investment Agreement was amended on March 6, 2019 and again on February 13, 2023.

 

In exchange for the JKD Investment, the Operating LLC agreed to pay to JKD Investor during the term of the JKD Investment Agreement an amount equal to 50% of the difference between (i) the revenues generated during a quarter by the activities of the Institutional Corporate Trading Business of JVB (as defined in the JKD Investment Agreement, as amended) and (ii) certain expenses incurred by such Institutional Corporate Trading Business. This JKD Investment Return was recorded monthly as interest expense or (interest income) with the related accrued interest recorded in accounts payable and other accrued liabilities. If the return was negative in an individual quarter, it would reduce the balance of the JKD Investment.  Payments on the JKD Investment Return were made on a quarterly basis.  

 

Pursuant to the JKD Investment Agreement, upon the termination of the JKD Investment Agreement, as amended, the Operating LLC would pay to the JKD Investor an amount equal to the Investment Balance (as such term is defined in the JKD Investment Agreement, as amended) as of the day prior to such termination.

 

Effective September 1, 2024, the Operating LLC and the JKD Investor entered into the Redemption Agreement, pursuant to which the JKD Investment Agreement was redeemed and terminated in its entirety. As of September 1, 2024, the JKD Investment Balance under the JKD Investment Agreement was $7,719.

 

Pursuant to the terms and conditions of the Redemption Agreement, the Operating LLC (i) paid to JKD Investor $2,573 of the outstanding amount in cash, and (ii) issued to JKD Investor the 2024 Note in the aggregate principal amount of $5,146 representing the remaining balance of the JKD Investment. See note 20.

 

The Redemption Agreement contains customary representations and warranties on the part of each of the Operating LLC and JKD Investor.

 

See note 4 for additional information regarding the Redemption Agreement and the 2024 Note.  

 

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20. DEBT

 

 

DETAIL OF DEBT

(Dollars in Thousands)

 

Description

  

December 31, 2024

    

December 31, 2023

    

Interest Rate Terms

  

Interest (2)

  

Maturity

Non-convertible debt:

                              

12.00% senior note (the "2024 Note")

   $ 5,146     $ -    

Fixed

     12.00%  

August 2026

12.00% senior note (the "2020 Note")

     4,500       4,500    

Fixed

     12.00%  

January 2026
                               

Junior subordinated notes (1):

                              

Alesco Capital Trust I

     28,125       28,125    

Variable

     8.85%  

July 2037

Sunset Financial Statutory Trust I

     20,000       20,000    

Variable

     9.02%  

March 2035

Less unamortized discount

     (22,867 )     (22,909 )              
      25,258       25,216                

Byline Credit Facility

     -       -    

Variable

     N/A  

June 2025

Total

   $ 34,904     $ 29,716                

 

 

(1)

The junior subordinated notes listed represent debt the Company owes to the two trusts noted above. The total par amount owed by the Company to the trusts is $49,614.  However, the Company owns the common stock of the trusts in a total par amount of $1,489.  The Company pays interest (and at maturity, principal) to the trusts on the entire $49,614 junior notes outstanding. However, the Company receives back from the trusts the pro rata share of interest and principal on the common stock held by the Company.  These trusts are VIEs and the Company does not consolidate them even though the Company holds the common stock.  The Company carries the common stock on its balance sheet at a value of $0. The junior subordinated notes are recorded at a discount to par.  When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31, 2024 on a combined basis was 20.55% assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity.
 

(2)

Represents the interest rate in effect as of the last day of the reporting period.  



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The 2024 Note

 

On September 1, 2024, pursuant to the Redemption Agreement, the Operating LLC issued to JKD Investor the 2024 Note, which evidences the Operating LLC’s obligation to repay to the JKD Investor the original principal amount of $5,146. Pursuant to the 2024 Note, the unpaid principal amount and all accrued but unpaid interest thereunder will be due and payable as follows: (i) $2,573 of the principal amount will be due and payable on August 31, 2025, and (ii) $2,573 will be due and payable on August 31, 2026.

 

The 2024 Note accrues interest on the unpaid principal amount from September 1, 2024 until maturity at a rate equal to 12% per year. Interest on the 2024 Note is payable in cash quarterly on each January 1, April 1, July 1, and October 1, commencing on October 1, 2024. Under the 2024 Note, upon the occurrence or existence of any “Event of Default” thereunder, the outstanding principal amount is (or in certain instances, at the option of the holder thereof, may be) immediately accelerated. Further, upon the occurrence of any “Event of Default” under the 2024 Note and for so long as such Event of Default continues, all principal, interest and other amounts payable under the 2024 Note will bear interest at a rate equal to 13% per year.

 

The 2024 Note may not be prepaid in whole or in part prior to January 31, 2025. The 2024 Note may, with at least 31 days’ prior written notice from the Operating LLC to the holder thereof, be prepaid in whole or in part at any time following January 31, 2025 without the prior written consent of the holder and without penalty or premium.

 

The 2024 Note and the payment of all principal, interest and any other amounts payable thereunder are senior obligations of the Operating LLC and will be senior to any Indebtedness (as defined in the 2024 Note) of the Operating LLC outstanding as of and issued following September 1, 2024. Pursuant to the 2024 Note, following September 1, 2024, the Operating LLC  may not incur any Indebtedness that is a senior obligation to the 2024 Note. See notes 4 and 19.

 

The 2020 Note

 

On January 31, 2020, the Operating LLC entered into the Original Purchase Agreement with the JKD Investor and RNCS. The JKD Investor is owned by Jack DiMaio, the vice chairman of the Company’s board of directors, and his spouse.  The note purchased by the JKD Investor is herein referred to as the JKD Note.  

 

Pursuant to the Original Purchase Agreement, JKD Investor and RNCS each purchased a senior promissory note in the principal amount of $2,250 (for an aggregate investment of $4,500).  The senior promissory notes bore interest at a fixed rate of 12% per annum and matured on January 31, 2022.  On February 3, 2020, pursuant to the Original Purchase Agreement, the Operating LLC used the proceeds received from the issuance of the senior promissory notes to the JKD Investor and RNCS to repay in full all amounts outstanding under the senior promissory note, dated September 25, 2019, issued by the Company to Pensco Trust Company, Custodian fbo Edward E. Cohen IRA in the principal amount of $4,386 (the “Cohen IRA Note”).  The Cohen IRA Note was fully paid and extinguished on February 3, 2020.  Subsequent to this repayment, $2,400 of the 2019 Senior Notes remained outstanding.

 

On January 31, 2022, the Operating LLC and JKD Investor entered into 2022 Purchase Agreement, pursuant to which, among other things, on such date, (i) JKD Investor paid to the Operating LLC an additional $2,250 and (ii) in consideration for such funds, the Operating LLC issued to JKD Investor the Amended and Restated Note in the aggregate principal amount of $4,500, which Amended and Restated Note amended and restated the JKD Note in its entirety. The Company used these proceeds to retire $2,250 of existing 2020 Senior Notes held by RNCS.

 

The Amended and Restated Note evidences Operating LLC’s obligation to repay to JKD Investor (i) the original principal amount of $2,250 paid by JKD Investor to the Operating LLC under the Original Purchase Agreement, plus (ii) the additional $2,250 paid by JKD Investor to the Operating LLC under the 2022 Purchase Agreement. Pursuant to the Amended and Restated Note, which is substantially identical to the JKD Note, the unpaid principal amount and all accrued but unpaid interest thereunder would be due and payable in full on January 31, 2024; provided, that, at any time after January 31, 2023 and prior to January 31, 2024, the holder of the Amended and Restated Note could, with at least 31 days’ prior written notice from the holder to the Operating LLC, declare the entire unpaid principal amount outstanding and all interest accrued and unpaid on the Amended and Restated Note to be immediately due and payable.

 

The Amended and Restated Note accrued interest on the unpaid principal amount from January 31, 2022 until maturity at a rate equal to 10% per year. Interest on the Amended and Restated Note is payable in cash quarterly on each January 1, April 1, July 1, and October 1, which commenced on April 1, 2022. Under the Amended and Restated Note, upon the occurrence or existence of any “Event of Default” thereunder, the outstanding principal amount is (or in certain instances, at the option of the holder thereof, may be) immediately accelerated. Further, upon the occurrence of any “Event of Default” under the Amended and Restated Note and for so long as such Event of Default continues, all principal, interest and other amounts payable under the Amended and Restated Note will bear interest at a rate equal to 11% per year.  The Amended and Restated Note could not be prepaid in whole or in part prior to January 31, 2023. The Amended and Restated Note may, with at least 31 days’ prior written notice from the Operating LLC to the holder thereof, be prepaid in whole or in part at any time following January 31, 2023 without the prior written consent of the holder and without penalty or premium.

 

The Amended and Restated Note and the payment of all principal, interest, and any other amounts payable thereunder are senior obligations of the Operating LLC and will be senior to any Indebtedness (as defined in the Amended and Restated Note) of the Operating LLC outstanding as of and issued following January 30, 2020 (the original issuance date of the JKD Note). Pursuant to the Amended and Restated Note, following January 31, 2022, the Operating Company may not incur indebtedness that is a senior obligation to the Amended and Restated Note.

 

On January 5, 2024, the Operating LLC and JKD Investor entered into an amendment to the Amended and Restated Note, pursuant to which the Amended and Restated Note was amended to (a) extend (i) the maturity date thereof from January 31, 2024 to January 31, 2026, (ii) the date following which the Amended and Restated Note may be redeemed by JKD Investor from January 31, 2023 to January 31, 2025, and (iii) the date following which the Amended and Restated Note may be prepaid by the Operating LLC from January 31, 2023 to January 31, 2025; and (b) increase the interest rate payable under the Amended and Restated Note from 10% per annum to 12% per annum effective as of January 31, 2024.  See note 4.

 

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The 2017 Convertible Note 

 

The 2017 Convertible Note had a par value of $15,000 and bore interest at 8% per annum and was held by the DGC Trust, a trust established by Daniel G. Cohen. Daniel G. Cohen is the executive chairman of the Company’s board of directors and executive chairman of the board of managers of the Operating LLC.  Pursuant to the DGC Trust’s governing documents, Daniel G. Cohen has the ability to acquire at any time any of the DGC Trust’s assets, including the units of membership interests, by substituting other property of an equivalent value without the approval or consent of any person, including any trustee or beneficiary of the DGC Trust. 

 

The 2017 Convertible Note was convertible into Operating LLC units at a price of $1.45 per unit (the equivalent of $14.50 per common share).  On March 20, 2022, the DGC Trust elected to convert the 2017 Convertible Note into an aggregate of 10,344,827 units of membership interests in the Operating LLC at the conversion rate specified in the 2017 Convertible Note of $1.45 per unit. See notes 21 and 31. As a result of such conversion, the 2017 Convertible Note was cancelled in its entirety.

 

Pursuant to the terms and conditions of the Operating LLC’s Amended and Restated Limited Liability Company Agreement, dated December 16, 2009, as amended, a holder of LLC units of membership interests may cause the Operating LLC to redeem such units of membership interests at any time for, at the Company’s option, (A) cash or (B) one share of the Company’s common stock, par value $0.01 per share (“Common Stock”), for every ten of such units of membership interests. Accordingly, the units of membership interests  may be redeemed at any time by the DGC Trust into an aggregate of 1,034,482 shares of Common Stock.

 

  

 

Junior Subordinated Notes

 

The Company assumed $49,614 aggregate principal amount of junior subordinated notes outstanding at the time of the AFN Merger. The Company recorded the debt at fair value on the acquisition date. Any difference between the fair value of the junior subordinated notes on the AFN Merger date and the principal amount of debt is amortized into earnings over the estimated remaining life of the underlying debt as an adjustment to interest expense.

 

The junior subordinated notes are payable to two special purpose trusts:

 

1. Alesco Capital Trust I: $28,995 in aggregate principal amount issued in June 2007.  The notes mature on July 30, 2037 and may be called by the Company at any time. While LIBOR was still being published, the notes accrued interest payable quarterly at a floating interest rate equal to 90-day LIBOR plus 400 basis points per annum.  LIBOR ceased being published effective June 30, 2023. Subsequent to LIBOR no longer being published, the notes accrue interest at the 90-day standard overnight financing rate plus a tenor spread adjustment of 0.26161% (“Term SOFR”)  plus 400 basis points per annum.  All principal is due at maturity. Alesco Capital Trust I simultaneously issued 870 shares of Alesco Capital Trust I’s common securities to the Company for a purchase price of $870, which constitutes all of the issued and outstanding common securities of Alesco Capital Trust I.

 

2. Sunset Financial Statutory Trust I (“Sunset Financial Trust”): $20,619 in aggregate principal amount issued in March 2005. The notes mature on March 30, 2035. While LIBOR was still being published, the notes accrued interest payable quarterly at a floating rate of interest of 90-day LIBOR plus 415 basis points. LIBOR ceased being published effective June 30, 2023.  Subsequent to LIBOR no longer being published, the notes accrue interest at Term SOFR plus 415 basis points per annum.  All principal is due at maturity. Sunset Financial Trust simultaneously issued 619 shares of Sunset Financial Trust’s common securities to the Company for a purchase price of $619, which constitutes all of the issued and outstanding common securities of Sunset Financial Trust.

 

Alesco Capital Trust I and Sunset Financial Trust (collectively, the “Trusts”) described above are VIEs pursuant to variable interest provisions included in FASB ASC 810 because the holders of the equity investment at risk do not have adequate decision making ability over the Trusts’ activities. The Company is not the primary beneficiary of the Trusts as it does not have the power to direct the activities of the Trusts. The Trusts are not consolidated by the Company and, therefore, the Company’s consolidated financial statements include the junior subordinated notes issued to the Trusts as a liability, and the investment in the Trusts’ common securities as an asset. The common securities were deemed to have a fair value of $0 as of the AFN Merger date. These are accounted for as cost method investments; therefore, the Company does not adjust the value at each reporting period. Any income generated on the common securities is recorded as interest income, a component of interest expense, net, in the consolidated statement of operations.

 

The junior subordinated notes have several financial covenants. Since the AFN Merger, Cohen & Company Inc. has been in violation of one covenant of Alesco Capital Trust I. As a result of this violation, Cohen & Company Inc. is prohibited from issuing additional debt that is either subordinated to or pari passu with the Alesco Capital Trust I debt. This violation does not prohibit Cohen & Company Inc. from issuing senior debt or the Operating LLC from issuing debt of any kind. Cohen & Company Inc. is in compliance with all other covenants of the junior subordinated notes. The Company does not consider this violation to have a material adverse impact on its operations or on its ability to obtain financing in the future. 

 

 

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Byline Bank Line of Credit

 

On October 28, 2020, the Company entered into an unsecured line of credit with Byline Bank, as lender, and JVB, as borrower (the "Byline Credit Facility").  From October 28, 2020 to June 18, 2024, the Company and Byline Bank have entered into several amendments that changed the terms such as: (i) interest rate; (ii) total line of credit; (iii) financial covenants; and (iv) maturity dates.  During that period, the Company complied with all financial covenants and all payment terms of the Byline Credit Facility and there were no defaults or events of default, thereunder during the period. 

 

Effective as of December 31, 2024, the Byline Credit Facility consisted of a single $15,000 unsecured line of credit under which JVB is the borrower and which is guaranteed by the Company, the Operating LLC, JVB Holdings, JVB, and C&Co PrinceRidge Holdings, LP. On June 18, 2024, the Operating LLC and Byline Bank entered into the Second Amendment to Third Amended and Restated Loan Agreement, pursuant to which both the maturity date and the final date upon which loans can be made under the Byline Credit Facility were extended from June 18, 2024 to June 18, 2025.

 

Loans under the Byline Credit Facility bear interest at a per annum rate equal to Term SOFR plus 6.0%, provided that in no event can the interest rate be less than 7.0%. The Company is required to pay on a quarterly basis an undrawn commitment fee at a per annum rate equal to 0.50% of the undrawn portion of Byline Bank’s $15,000 commitment under the Byline Credit Facility. 

 

The Company is also required to pay on each anniversary, a commitment fee at a per annum rate equal to 0.50% of the $15,000 commitment under the Byline Credit Facility.  Loans under the Byline Credit Facility must be used by the Company for working capital purposes and general liquidity. The Company may request a reduction in Byline Bank’s $15,000 commitment in a minimum amount of $1,000 and multiples of $500 thereafter upon not less than five days’ prior notice to Byline Bank.  The Company may draw on the facility until June 18, 2025.  Loans (both principal and interest) made by Byline Bank under the amended and restated agreement are scheduled to mature and become immediately due and payable in full on June 18, 2025. 

 

The Company is subject to the following financial covenants in the Byline Credit Facility.  As of December 31, 2024 and 2023, the Company was in compliance with all of the following  financial covenants. 

 

 

1.

JVB’s tangible net worth as defined must exceed $70,000.  
 

2.

JVB's excess net capital as defined in Rule 15c3-1 must exceed $40,000.
 

3.

The total amount drawn on the facility must not exceed 25% of JVB's tangible net worth as defined.  

 

As of  December 31, 2024 and 2023, no amounts were outstanding under the Byline Credit Facility, and the Company was in compliance with all financial covenants, thereunder.

 

 

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Deferred Financing

 

The Company incurred $1,400 of deferred financing costs associated with the issuance of the 2017 Convertible Note.  These amounts were initially recorded as a discount on debt and were amortized to interest expense over the life of the notes under the effective interest method. 

 

The Company also incurred $410 of deferred financing costs associated with the Byline Credit Facility.   These costs were initially recorded as a component of other assets and were amortized to interest expense over the life of the line of credit using the straight-line method.

 

The Company recognized interest expense from deferred financing costs of $76, $222, and $185 for the years ended December 31, 2024, 2023, and 2022, respectively.

 

Interest Expense, Net 

 

Interest expense incurred is shown in the table below by instrument for the years ended December 31, 2024, 2023, and 2022. 

 

 

 

 

INTEREST EXPENSE

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Junior subordinated notes

   $ 4,695     $ 5,247     $ 3,442  

2020/2024 Notes

     740       450       458  

2017 Convertible Note

     -       -       327  

Byline Credit Facility

     76       338       247  

Redeemable Financial Instrument - JKD Capital I LTD

     310       491       508  
    $ 5,821     $ 6,526     $ 4,982  

 

 

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21. EQUITY

 

Common Stock

 

The holders of the Common Stock are entitled to one vote per share on all matters presented to the Company's stockholders. These holders are entitled to receive distributions on such stock when, as, and if authorized by the Company’s board of directors out of funds legally available and declared by the Company, and to share ratably in the assets legally available for distribution to the Company’s stockholders in the event of its liquidation, dissolution, or winding up after payment of or adequate provision for all of the Company’s known debts and liabilities, including the preferential rights on dissolution of any class or classes of preferred stock. The holders of the Common Stock have no preference, conversion, exchange, sinking fund, redemption, or, so long as the Common Stock remains listed on a national exchange, appraisal rights and have no preemptive rights to subscribe for any of the Company’s securities. Shares of the Common Stock have equal dividend, liquidation, and other rights.

 

Preferred Stock

 

Series C Junior Participating Preferred Stock: Series C Junior Participating Preferred Stock (“Series C Preferred Stock”) was authorized by the Company’s board of directors in connection with the Stockholder Rights Plan discussed below. The Series C Preferred Stock has a par value of $0.001 per share and 10,000 shares were authorized as of December 31, 2024 and 2023.  The holders of Series C Preferred Stock are entitled to receive, when, as, and if declared by the Company’s board of directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September, and December in each year commencing on the first quarterly dividend payment date after the first issuance of a share or fraction of a share of Series C Preferred Stock. Dividends accrue and are cumulative. The holder of each share of Series C Preferred Stock is entitled to 10,000 votes on all matters submitted to a vote of the Company’s stockholders. Holders of Series C Preferred Stock are entitled to receive dividends, distributions or distributions upon liquidation, dissolution, or winding up of the Company in an amount equal to $100,000 per share of Series C Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions, whether or not declared, prior to payments made to holders of shares of stock ranking junior to the Series C Preferred Stock. The shares of Series C Preferred Stock are not redeemable. There were no shares of Series C Preferred Stock issued and outstanding as of December 31, 2024 and 2023.  

 

Series E Voting Non-Convertible Preferred Stock:  Each share of the Company’s Series E Voting Non-Convertible Preferred Stock (“Series E Preferred Stock”) has no economic rights but entitles the holders thereof, to vote the Series E Preferred Stock on all matters presented to the Company’s stockholders.  For every 10 shares of Series E Preferred Stock, the holders thereof are entitled to one vote on any such matter. Daniel G. Cohen, the Company’s executive chairman, is the sole holder of all 4,983,557 shares of Series E Preferred Stock outstanding as of December 31, 2024. The Series E Preferred Stock held by Daniel G. Cohen gives him the same voting rights he would have if all of the Operating LLC units of membership interests held by him were exchanged for Common Stock on a ten for one basis and effectively gives him voting rights at the Company in the same proportion as his economic interest (as his units of membership interests of the Operating LLC do not carry voting rights at the Company level).  The Series E Preferred Stock effectively enables Daniel G. Cohen to exercise approximately 10.4% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2024 (in addition to the voting power he holds through his common share ownership and Series F Preferred Stock (defined below).  The terms of the Series E Preferred Stock provide that, if the Company causes the redemption of or otherwise acquires any of the Operating LLC units owned by Daniel G. Cohen as of May 9, 2013, then the Company will redeem an equal number of shares of Series E Preferred Stock.  The Series E Preferred Stock is otherwise perpetual. As of December 31, 2024, there were 4,983,557 shares of Series E Preferred Stock issued and outstanding. See Non-Controlling Interest — Future Conversion / Redemption of Operating LLC Units below.

 

Series F Voting Non-Convertible Preferred Stock:  On December 23, 2019, the board of directors adopted a resolution that reclassified 25,000,000 authorized but unissued shares of Preferred Stock, par value $.001 per share, of the Company as a series of Preferred Stock designated as Series F Voting Non-Convertible (“Series F Preferred Stock”).  In conjunction with a previously disclosed securities purchase agreement, the Company issued 12,549,273 Series F Preferred Stock to Daniel G. Cohen and 9,880,268 Series F Preferred Stock to the DGC Trust.  The holders of the Series F Preferred Stock are not entitled to receive any dividends or distributions (whether in cash, stock or property of the Company).  The holders of Series F Preferred Stock and Common Stock are required to vote, together as a single class on all matters with respect to which a vote of the stockholders of the Corporation is required or permitted.  Each outstanding share of Series F Preferred Stock entitles the holder to one (1) vote for every ten (10) shares of Series F Preferred Stock on each matter submitted to the Holders for their vote.  The Series F Preferred Stock held by Daniel G. Cohen and the DGC Trust give them the same voting rights they would have if all of the Operating LLC units of membership interests held by each were exchanged for Common Stock on a ten for one basis and effectively gives Daniel G. Cohen and the DGC Trust voting rights at the Company in the same proportion as their economic interest (as units of membership interests of the Operating LLC do not carry voting rights at the Company level).  The Series F Preferred Stock effectively enable Daniel G. Cohen and the DGC Trust to exercise approximately 46.9% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2024 (in addition to the voting power held through his common share ownership and Series E Preferred Stock ownership).  As of December 31, 2024, there were 22,429,541 shares of Series F Preferred Stock issued and outstanding.  

   

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Together, the Series E and Series F Preferred Stock enables Daniel G. Cohen and the DGC Trust to exercise approximately 57.3% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2024, in addition to the voting power held through Mr. Cohen’s common share ownership.

 

Stockholder Rights Plan 

 

On January 2, 2024, the Company entered into a Section 382 Rights Agreement (the “Rights Agreement”) between the Company and Computershare Inc., as rights agent (the “Rights Agent”).

 

The Rights Agreement provides for a distribution of one preferred stock purchase right (each, a “Right,” and collectively, the “Rights”) for each share of the Company’s Common Stock outstanding to stockholders of record at the close of business on January 16, 2024 (the “Record Date”). Each Right entitles the registered holder thereof to purchase from the Company a unit (a “Unit”) consisting of one ten-thousandth of a share of the Company’s Series C Junior Participating Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), at a purchase price of $100.00 per Unit (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement.

 

The Company’s board of directors adopted the Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its carryforward (net operating loss, “NOL”, and net capital loss, “NCL”) deferred tax assets (the “deferred tax assets”) to reduce potential future federal income tax obligations. The Company has experienced substantial operating and capital losses, and under the Internal Revenue Code of 1986, as amended (the “Code”), and rules promulgated by the Internal Revenue Service, the Company may “carry forward” these losses in certain circumstances to offset any current and future earnings and thus reduce the Company’s federal income tax liability, subject to certain requirements and restrictions. To the extent that the deferred tax assets do not otherwise become limited, the Company believes that it will be able to carry forward a significant amount of deferred tax assets, and therefore these deferred tax assets could be a substantial asset to the Company. However, if the Company experiences an “Ownership Change,” as such term is defined in Section 382 of the Code, its ability to use the deferred tax assets will be substantially limited, and the timing of the usage of the deferred tax assets could be substantially limited and/or delayed, which could therefore significantly impair the value of those assets.

 

The Rights attached to all Common Stock certificates representing shares then outstanding and in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry Shares”) by notation in book entry (which certificates for Common Stock and Book Entry Shares shall be deemed also to be certificates for Rights), and no separate Rights certificates will be distributed.

 

Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a “Distribution Date” will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons has become an “Acquiring Person” (as defined below) (the “Stock Acquisition Date”) and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Pursuant to the Rights Agreement, an “Acquiring Person” means any person or entity who or which, together with all affiliates and associates of such person or entity, is the beneficial owner of 4.95% or more of the shares of Common Stock then outstanding, but does not include the Company or any “Exempted Person” (as defined below). Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates after the Record Date will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

 

Pursuant to the Rights Agreement, an “Exempted Person” is any person or entity who, together with all affiliates and associates of such person or entity, is or may become, as of January 2, 2024, the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common Stock outstanding as of January 2, 2024. However, any such person or entity will no longer be deemed to be an Exempted Person and shall be deemed an Acquiring Person under the Rights Agreement if such person or entity, together with all affiliates and associates of such person or entity, becomes the beneficial owner (and so long as such person continues to be the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock) of additional shares of Common Stock, except (x) pursuant to equity compensation awards granted to such person or entity by the Company or options or warrants outstanding and beneficially owned by such person or entity as of January 2, 2024, or as a result of an adjustment to the number of shares of Common Stock represented by such equity compensation award pursuant to the terms thereof; or (y) as a result of a stock split, stock dividend or the like. In addition, any person or entity who, together with all affiliates and associates of such person or entity, becomes the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common Stock then outstanding as a result of a purchase by the Company or any of its subsidiaries of shares of Common Stock will also be an “Exempted Person.” However, any such person will no longer be deemed to be an Exempted Person and will be deemed to be an Acquiring Person if such person, together with all affiliates and associates of such person, becomes the beneficial owner, at any time after the date such person became the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock, of additional shares of Common Stock, except if such additional securities are acquired (x) pursuant to the exercise of options or warrants to purchase Common Stock outstanding and beneficially owned by such person as of the date such person became the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock or as a result of an adjustment to the number of shares of Common Stock for which such options or warrants are exercisable pursuant to the terms thereof, or (y) as a result of a stock split, stock dividend or the like.

 

In addition, the Rights Agreement defined the term “Exempted Person” to also include any person or entity who, together with all affiliates and associates of such person or entity, is the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common Stock outstanding, and whose beneficial ownership would not, as determined by the Company’s board of directors, jeopardize or endanger the availability of the Company of its deferred tax assets. However, any such person or entity will cease to be an Exempted Person if (x) such person or entity ceases to beneficially own 4.95% or more of the shares of the then outstanding Common Stock or (y) the Company’s board of directors makes a contrary determination with respect to the effect of such person’s or entity’s beneficial ownership (together with all affiliates and associates of such person) with respect to the availability to the Company of its deferred tax assets.

 

Pursuant to the Rights Agreement, a purchaser, assignee or transferee of the shares of Common Stock (or options or warrants exercisable for Common Stock) from an Exempted Person will not be considered an Exempted Person, except that a transferee from the estate of an Exempted Person who receives Common Stock as a bequest or inheritance from an Exempted Person will be an Exempted Person so long as such transferee continues to be the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock.

 

The Rights are not exercisable until the Distribution Date and will expire on the earliest of (i) the close of business on December 31, 2026, (ii) the time at which the Rights are redeemed pursuant to the Rights Agreement, (iii) the time at which the Rights are exchanged pursuant to the Rights Agreement, (iv) the repeal of Section 382 of the Code or any successor statute if the Company’s board of directors determines that the Rights Agreement is no longer necessary or desirable for the preservation of certain tax benefits, and (v) the beginning of a taxable year of the Company to which the Company’s board of directors determines that certain tax benefits may not be carried forward. At no time will the Rights have any voting power. 

 

Except as otherwise determined by the Company’s board of directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights.

 

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Pursuant to the Rights Agreement, in the event that a person or entity becomes an Acquiring Person, each other holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company), having a value equal to two times the exercise price of the Right. The exercise price is the Purchase Price times the number of Units associated with each Right (initially, one). For example, at an exercise price of $100.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $200.00 worth of Common Stock (or other consideration, as noted above) for $100.00. If the Common Stock at the time of exercise had a market value per share of $20.00, the holder of each valid Right would be entitled to purchase ten (10) shares of Common Stock for $100.00.

 

Notwithstanding any of the foregoing, following the occurrence of a person or entity becoming an Acquiring Person (a “Flip-In Event”), all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by such Acquiring Person will be null and void.

 

In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation; (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock is changed or exchanged; or (iii) 50% or more of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) will thereafter have the right to receive, upon exercise of the Right, common stock of the acquiring company having a value equal to two times the exercise price of the Right.

 

However, Rights are not exercisable following the occurrence of a Flip-In Event until such time as the Rights are no longer redeemable by the Company as set forth below.

 

The Purchase Price payable, and the number of Units of Series C Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series C Preferred Stock, (ii) if holders of the Series C Preferred Stock are granted certain rights or warrants to subscribe for Series C Preferred Stock or convertible securities at less than the current market price of the Series C Preferred Stock, or (iii) upon the distribution to holders of the Series C Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

 

With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series C Preferred Stock on the last trading date prior to the date of exercise.

 

At any time after the Stock Acquisition Date, the Company may exchange all or part of the Rights (other than Rights owned by an Acquiring Person) for Common Stock at an exchange ratio equal to (i) a number of shares of Common Stock per Right with a value equal to the spread between the value of the number of shares of Common Stock for which the Rights may then be exercised and the Purchase Price or (ii) if prior to the acquisition by the Acquiring Person of 50% or more of the then outstanding shares of Common Stock, one share of Common Stock per Right (subject to adjustment).

 

At any time until ten days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Immediately upon the action of the Company’s board of directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

 

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company as set forth above or in the event the Rights are redeemed.

 

Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights Agreement  may be amended by the Company’s board of directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement  may be amended by the Company’s board of directors in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable.



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Net Share Settlement of Restricted Stock

 

The Company may net share settle equity-based awards for the payment of employees’ tax obligations to taxing authorities related to the vesting of such equity-based awards. The total shares withheld and retired are based on the value of the restricted award on the applicable vesting date as determined by the Company’s closing stock price. These net share settlements reduce the number of shares that would have otherwise been issued as a result of the vesting and do not represent an expense to the Company.

 

Equity Distribution Agreement

 

On October 5, 2023, the Company entered into an equity distribution agreement (the “Equity Agreement”) with Northland Securities, Inc. (trade name Northland Capital Markets), as sales agent (the “Sales Agent”), relating to the issuance and sale from time to time by the Company (the “ATM Program”), through the Sales Agent, of shares of the Company's Common Stock, having an aggregate offering price of up to $75,000 (collectively the “Shares”). Sales of the Shares, if any, under the Equity Agreement will be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act as agreed with the Sales Agent. In accordance with the applicable rules of the SEC, the Company is permitted to sell an aggregate of up to $4,712 in Shares under the Equity Agreement, which represents one-third of the value of the Common Stock held by non-affiliates.

 

The Equity Agreement includes customary representations, warranties, and covenants by the Company and customary obligations of the parties and termination provisions. The Company has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Sales Agent may be required to make with respect to any of those liabilities. The Company will pay the Sales Agent a commission of 2.5% of the gross offering proceeds of the Shares sold through the Sales Agent pursuant to the Equity Agreement.

 

The offering of the Common Stock pursuant to the Equity Agreement will terminate upon the sale of all of the Shares pursuant to the Equity Agreement, unless sooner terminated in accordance with the terms and conditions of the Equity Agreement.

 

During the year ended December 31, 2024, the Company sold 13,500 shares in the open market pursuant to the Equity Agreement for a total net sale price of $154. No shares were sold under the Equity Agreement during the years ended December 31, 2023 and 2022.

 

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Dividends and Distributions

 

During the years ended December 31, 2024 and 2023, the Company paid cash dividends of $1.00 per common share, respectively. During the year ended December 2022, the Company paid cash dividends of $1.75, which included a special cash dividend of $0.75 per share paid on April 5, 2022. 

 

In the aggregate, during 2024, 2023, and 2022, the Company paid cash dividends on its outstanding Common Stock in the amount of $1,873, $1,750, and $2,558, respectively. Pro-rata distributions were made to the other members of the Operating LLC upon the payment of dividends to the Company’s stockholders. During 2024, 2023, and 2022, the Company paid cash distributions of $4,819, $4,344, and $6,485, respectively, to the holders of the non-controlling interest (that is, the members of the Operating LLC other than Cohen & Company Inc.). 

 

Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans.  JVB is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit the Company’s ability to withdraw capital above the required minimum amounts (excess capital) whether through distribution or loan. CCFESA is regulated by the ACPR and subject to certain minimum levels of capital. 

 

Shares Outstanding of Stockholders’ Equity of the Company

 

The following table summarizes share transactions that occurred in stockholders’ equity during the years ended December 31, 2024, 2023, and 2022.  

 

 

 

ROLLFORWARD OF SHARES OUTSTANDING OF

COHEN & COMPANY INC.

 

   

Common Stock

    

Restricted Stock

    

Total

  

December 31, 2021

     1,331,150       366,293       1,697,443  

Issuance as equity-based compensation

     -       92,400       92,400  

Vesting of shares

     117,634       (117,634 )     -  

Shares withheld for employee taxes

     (15,501 )     -       (15,501 )

December 31, 2022

     1,433,283       341,059       1,774,342  

Issuance as equity-based compensation

     -       143,900       143,900  

Vesting of shares

     113,301       (113,301 )     -  

Shares withheld for employee taxes

     (20,328 )     -       (20,328 )

Forfeiture / cancellation of restricted stock

     -       (4,167 )     (4,167 )

December 31, 2023

     1,526,256       367,491       1,893,747  

Issuance of shares

     13,500       -       13,500  

Issuance as equity-based compensation

     -       153,125       153,125  

Vesting of shares

     114,491       (114,491 )     -  

Shares withheld for employee taxes

     (26,195 )     -       (26,195 )

Units exchanged for shares

     7,209       -       7,209  

Forfeiture / cancellation of restricted stock

     -       (1,334 )     (1,334 )

December 31, 2024

     1,635,261       404,791       2,040,052  

 

 

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Convertible Non-Controlling Interest

 

Voting Proxy

 

Effective  December 30, 2019, the Company, Daniel G. Cohen, and the DGC Trust entered in an agreement whereby if the Company owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any meeting or any other circumstances upon which a vote, agreement, consent (including unanimous written consents), or other approval is sought from the holders of units of membership interests in the Operating LLC (each, a “Meeting”), then for so long as the Company owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any Meeting, Daniel G. Cohen and the DGC Trust have agreed to grant a voting proxy to the Company pursuant to which the Company may vote at any Meeting the number of units of membership interests in the Operating LLC owned by Daniel G. Cohen and the DGC Trust necessary to give the Company a majority of the votes at such Meeting. This agreement gives the Company a controlling vote on all matters of the Operating LLC even though the Company's economic interest in the Operating LLC is less than 50%. 

 

On September 25, 2020, the agreement was amended to provide that the voting proxy shall be revoked in the event that Daniel G. Cohen and/or his affiliates cease to beneficially own a majority of the voting securities of the Company. See notes 21 and 31.  

 

Future Conversion / Redemption of Operating LLC Units

 

Each Operating LLC unit of membership interest is redeemable at the member’s option, at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the holder’s redemption notice, or (ii) at the Company’s option, for one share of the Common Stock for every 10 units subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Common Stock as a dividend or other distribution on the Company’s outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Common Stock.

 

Unit Issuance and Surrender Agreement — Acquisition and Surrender of Additional Units of the Operating LLC, net

 

Effective January 1, 2011 and revised effective May 27, 2021, Cohen & Company Inc. and the Operating LLC entered into a Unit Issuance and Surrender Agreement (the “UIS Agreement”) that was approved by the board of directors of Cohen & Company Inc. and the board of managers of the Operating LLC. In an effort to maintain a 1:10 ratio of Common Stock to the number of units of membership interests Cohen & Company Inc. holds in the Operating LLC, the UIS Agreement calls for the issuance of additional units of membership interests of the Operating LLC to Cohen & Company Inc. when the Cohen & Company Inc. issues its Common Stock to employees under existing equity compensation plans or issues its Common Stock in a public or private offering. In certain cases, the UIS Agreement calls for Cohen & Company Inc. to surrender units to the Operating LLC when certain restricted shares are forfeited by the employee or repurchased by the Company.

 

The following table summarizes the transactions that resulted in changes in the unit ownership of the Operating LLC including unit issuances and forfeitures related to the UIS Agreement.

   

ROLLFORWARD OF UNITS OUTSTANDING OF

THE OPERATING LLC

 
   

Cohen & Company Inc.

    

Daniel G. Cohen

    

DGC Trust

    

Others

    

Total

  

December 31, 2021

     13,311,494       18,605,315       9,880,268       72,098       41,869,175  

Issuance of Units under UIS Agreement, net

     1,021,330       -       -       -       1,021,330  

Vesting of units

     -       751,540       -       -       751,540  

Issuance of units under 2017 Convertible Note

     -       -       10,344,827       -       10,344,827  

December 31, 2022

     14,332,824       19,356,855       20,225,095       72,098       53,986,872  

Issuance of Units under UIS Agreement, net

     929,730       -       -       -       929,730  

Vesting of units

     -       967,830       -       470,330       1,438,160  

Redemption of convertible non-controlling interest units

     -       (479,380 )     -       (470,330 )     (949,710 )

December 31, 2023

     15,262,554       19,845,305       20,225,095       72,098       55,405,052  

Issuance of Units under UIS Agreement, net

     1,090,048       -       -       -       1,090,048  

Vesting of units

     -       940,669       -       540,663       1,481,332  

Redemption of convertible non-controlling interest units

     -       (443,474 )     -       (555,389 )     (998,863 )

December 31, 2024

     16,352,602       20,342,500       20,225,095       57,372       56,977,569  

 

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The following table presents the impact to equity from Cohen & Company Inc.’s ownership interest in the Operating LLC.

 

  

   

For the Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Net income / (loss) attributable to Cohen & Company Inc.

   $ (129 )   $ (5,113 )   $ (13,389 )

Transfers (to) from the non-controlling interest:

                        

Increase / (decrease) in Cohen & Company Inc.'s paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net

     679       636       (338 )

Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest

   $ 550     $ (4,477 )   $ (13,727 )

 

Detail of Non-Controlling Interest

  

The Company has two major categories of non-controlling interest.  Convertible non-controlling interest represents the portion of the Operating LLC not owned by the Company.  The convertible non-controlling interest is exchangeable in certain circumstances into Common Stock.  Non-convertible non-controlling interest represents the portion of various subsidiaries of the Operating LLC that are not wholly owned by the Operating LLC.  The non-convertible non-controlling interest is not exchangeable into Common Stock. 

 

 

ROLLFORWARD OF NON-CONTROLLING INTERESTS

(Dollars in Thousands)

 

   

Operating LLC

    

Insurance SPACs Sponsor Entities

    

Other Consolidated Subsidiaries

    

Total

  

December 31, 2021

   $ 57,628     $ 4,808     $ 27,056     $ 89,492  

Non-controlling interest share of (loss)

     (22,078 )     (4,808 )     (18,395 )     (45,281 )

Other comprehensive income

     (152 )     -       -       (152 )

Acquisition / (surrender) of additional units of consolidated subsidiary

     334       -       -       334  

Equity-based compensation

     3,181       -       -       3,181  

Shares withheld for employee taxes

     (158 )     -       -       (158 )

Dividends/distributions to convertible non-controlling interest

     (6,485 )     -       -       (6,485 )

Convertible non-controlling interest investment

     15,000       -       -       15,000  

Non-convertible non-controlling interest investment

     -       -       9       9  

Non-convertible non-controlling interest distributions

     -       -       (8,653 )     (8,653 )

December 31, 2022

   $ 47,270     $ -     $ 17     $ 47,287  

Non-controlling interest share of (loss)

     (4,078 )     -       19,590       15,512  

Other comprehensive income

     61       -       -       61  

Acquisition / (surrender) of additional units of consolidated subsidiary

     (622 )     -       -       (622 )

Equity-based compensation

     3,184       -       -       3,184  

Shares withheld for employee taxes

     (127 )     -       -       (127 )

Dividends/distributions to convertible non-controlling interest

     (4,344 )     -       -       (4,344 )

Redemption of convertible non-controlling interest units

     (834 )     -       -       (834 )

Non-convertible non-controlling interest investment

     -       -       39       39  

Non-convertible non-controlling interest distributions

     -       -       (10,041 )     (10,041 )

December 31, 2023

   $ 40,510     $ -     $ 9,605     $ 50,115  

Non-controlling interest share of (loss)

     (357 )     -       8,675       8,318  

Other comprehensive income

     (119 )     -       -       (119 )

Acquisition / (surrender) of additional units of consolidated subsidiary

     (664 )     -       -       (664 )

Equity-based compensation

     3,336       -       -       3,336  

Shares withheld for employee taxes

     (135 )     -       -       (135 )

Dividends/distributions to convertible non-controlling interest

     (4,819 )     -       -       (4,819 )

Redemption of convertible non-controlling interest units

     (659 )     -       -       (659 )

Non-convertible non-controlling interest distributions

     -       -       (6,818 )     (6,818 )

December 31, 2024

   $ 37,093     $ -     $ 11,462     $ 48,555  

 

The Operating LLC non-controlling interest is included as convertible non-controlling interest in the consolidated statement of operations.  The other components of non-controlling interest are included as non-convertible non-controlling interest in the statement of operations. 

 

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Partial redemption of convertible non-controlling interests

 

On February 1, 2024, Daniel G. Cohen, the Company’s executive chairman, in accordance with the Operating LLC operating agreement, redeemed 443,474 LLC Units for which the Company paid to Mr. Cohen an aggregate of $315, or $0.711 per LLC Unit. The LLC Units were redeemed by Mr. Cohen in order to fund certain tax liabilities incurred by Mr. Cohen in connection with the vesting, on January 31, 2024, of 940,669 restricted LLC Units that had been previously granted to Mr. Cohen under the 2020 Long-Term Incentive Plan. On February 1, 2023, Daniel G. Cohen, in accordance with the Operating LLC operating agreement, redeemed 479,380 LLC Units for which the Company paid to Mr. Cohen an aggregate of $421, or $0.878 per LLC Unit. The LLC Units were redeemed by Mr. Cohen in order to fund certain tax liabilities incurred by Mr. Cohen in connection with the vesting, on January 31, 2023, of 967,830 restricted LLC Units that had been previously granted to Mr. Cohen under the 2020 Long-Term Incentive Plan.

 

On February 1, 2024, Lester Brafman, the Company’s chief executive officer, in accordance with the Operating LLC operating agreement, redeemed 483,301 LLC Units for which the Company paid to Mr. Brafman an aggregate of $344, or $0.711 per LLC Unit. The LLC Units were redeemed by Mr. Brafman in order to fund certain tax liabilities incurred by Mr. Brafman in connection with the vesting, on January 31, 2024, of 540,633 restricted LLC Units and 40,000 restricted shares of the Company’s Common Stock, all of which had been previously granted to Mr. Brafman under the 2020 Long-Term Incentive Plan.  On February 1, 2023, Lester Brafman, in accordance with the Operating LLC operating agreement, redeemed 470,330 LLC Units for which the Company paid to Mr. Brafman an aggregate of $413, or $0.878 per LLC Unit. The LLC Units were redeemed by Mr. Brafman in order to fund certain tax liabilities incurred by Mr. Brafman in connection with the vesting, on January 31, 2023, of 470,330 restricted LLC Units and 49,750 restricted shares of the Company’s Common Stock, all of which had been previously granted to Mr. Brafman under the 2020 Long-Term Incentive Plan.

 

 

 

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22. EQUITY-BASED COMPENSATION

 

The following table summarizes the amounts the Company recognized as equity-based compensation expense including restricted stock, restricted units, membership units of consolidated sponsor entities and stock options. These amounts are included as a component of compensation and benefits in the consolidated statements of operations. The remaining unrecognized compensation expense related to unvested awards at December 31, 2024 was $7,835 and the weighted average period of time over which this expense will be recognized is approximately 1.6 years. 

 

 

 

 

EQUITY-BASED COMPENSATION INCLUDED IN COMPENSATION AND BENEFITS

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Equity-based compensation expense

   $ 4,668     $ 4,391     $ 4,390  

Non equity-based compensation expense

     51,720       47,701       45,900  

Total compensation and benefits

   $ 56,388     $ 52,092     $ 50,290  

 

The following table summarizes the equity-based compensation by plan.  Each plan is discussed in detail below.

 

DETAIL OF EQUITY-BASED COMPENSATION BY PLAN

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Restricted Stock or Units - 2020 Plan

   $ 4,668     $ 4,391     $ 4,369  

Restricted Stock or Units - 2006/2010 Plans

     -       -       21  

Total equity-based compensation expense

   $ 4,668     $ 4,391     $ 4,390  

 

The Company’s 2020 Long-Term Incentive Plan – Restricted Common Stock, Restricted Units, and Stock Options

 

On April 7, 2020, the board of directors of the Company adopted a long-term incentive plan (the “2020 Long Term Incentive Plan”), which was approved by the Company’s stockholders at the Company’s annual meeting on June 18, 2020. On April 1, 2021 and June 9, 2021, the board of directors and the Company stockholders, respectively, approved Amendment No. 1 to the 2020 Long-Term Incentive Plan, which increased the maximum number of shares of common stock available for issuance under the 2020 Long-Term Incentive Plan from 600,000 shares of common stock to 1,200,000 shares of common stock. On March 28, 2022 and June 2, 2022, the board of directors and the Company stockholders, respectively, approved Amendment No. 2, which increased the maximum number of shares of common stock available for issuance under the 2020 Long-Term Incentive Plan, as amended, from 1,200,000 shares of common stock to 1,900,000 shares of common stock.  As of  December 31, 2024, 385,400 shares remain available to be issued under the Company's 2020 Long-term Incentive Plan. No award may be granted under the 2020 Long Term Incentive Plan after April 7, 2030.

 

The Company's 2010 Long- Term-Incentive Plan and the AFN 2006 Equity Plan expired in 2020 and there are no shares available to be issued under these plans.

 

Membership Interests of Consolidated Sponsor Entities

 

Employees sometimes invest in the membership interests of consolidated SPAC sponsor entities.  Because these entities are consolidated and the employees are investing in the consolidated company's non-controlling interest, these equity interests fall under FASB ASC 718.  Generally, the employee invests a de minimis amount and receives an allocation of the founder shares held by the sponsor entity.  The investment generally does not have any explicit vesting criteria associated with it.  Generally, the employee's investment will be worthless if the SPAC in which the sponsor entity has invested is liquidated and it will become worth something if the SPAC completes its business combination.  Therefore, the Company treats these grants as having a performance condition (i.e. the completion of the SPAC business combination).  Further, at the time of the investments, the Company treats this performance condition as being non-probable.  The effect of this is that the Company records no expense related to these investments until (and only if) the business combination is completed.  Upon completion of the business combination, the Company records compensation expense in an amount equal to the fair value of the grant.  The fair value of the grant is equal to the public trading price of the SPAC on the grant date adjusted for certain sale restrictions imposed on the shares the employee receives (generally, the shares are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable).  

 

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RESTRICTED STOCK - SERVICE BASED VESTING

 

   

Number of Shares of Restricted Stock

    

Weighted Average Grant Date Fair Value

  

Unvested at January 1, 2022

     366,293     $ 16.80  

Granted

     92,400       11.13  

Vested

     (117,634 )     14.08  

Unvested at December 31, 2022

     341,059       16.17  

Granted

     143,900       7.57  

Vested

     (113,301 )     17.18  

Forfeiture

     (4,167 )     (11.65 )

Unvested at December 31, 2023

     367,491       12.54  

Granted

     153,125       8.91  

Vested

     (114,491 )     13.97  

Forfeiture

     (1,334 )     8.81  

Unvested at December 31, 2024

     404,791     $ 10.79  

 

 

 

  

 

OPERATING LLC RESTRICTED UNITS - SERVICE BASED VESTING

 

   

Number of Restricted Units

    

Weighted Average Grant Date Fair Value

  

Unvested at January 1, 2022

     6,871,030     $ 1.46  

Granted

     422,000       1.93  

Vested

     (751,540 )     0.85  

December 31, 2022

     6,541,490       1.35  

Granted

     422,000       0.68  

Vested

     (1,438,160 )     1.97  

Unvested at December 31, 2023

     5,525,330       1.82  

Granted

     422,000       1.02  

Vested

     (1,481,332 )     1.87  

Unvested at December 31, 2024

     4,465,998     $ 1.73  

 

During the years ended December 31, 2024, 2023, and 2022, the total fair value of all equity awards vested in each year based on the fair market value of the Common Stock on the vesting date was $1,940, $2,249, and $2,899, respectively.

 

The restricted shares and restricted units of Common Stock typically may vest either quarterly, annually, or at the end of a specified term on a straight-line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance-based equity awards, the performance thresholds have been attained. In the case of director grants, the equity awards have no performance or service conditions.  In the cases of graded vesting, the Company typically expenses the grant on a straight-line basis if only service conditions are present but expenses on a graded basis if performance-based conditions are present.

 

 

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SPONSOR ENTITY MEMBERSHIP UNITS - PERFORMANCE BASED VESTING

 

   

Membership Units

    

Weighted Average Grant Date Fair Value

  

Unvested at January 1, 2022

     1,732,500     $ 9.97  

Granted

     -       -  

Vested

     -       -  

Forfeited

     (1,732,500 )     9.97  

December 31, 2022

     -       -  

Granted

     -       -  

Vested

     -       -  

Forfeited

     -       -  

Unvested at December 31, 2023

     -       -  

Granted

     -       -  

Vested

     -       -  

Forfeited

     -       -  

Unvested at December 31, 2024

     -     $ -  
                 

   

During the years ended December 31, 2024, 2023, and 2022, the total fair value of all equity awards vested in each year based on the fair market value of the membership units on the vesting date was $0, $0, and $0, respectively.

 

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23. INCOME TAXES

 

Cohen & Company Inc. is treated as a C corporation for United States federal income tax purposes. The components of income tax expense (benefit) included in the consolidated statements of operations for each year presented herein are shown in the table below.

 

INCOME TAX EXPENSE

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Current income tax expense (benefit)

                        

Federal income tax expense (benefit)

   $ -     $ -     $ -  

Foreign income tax expense (benefit)

     118       120       198  

State and local income tax expense (benefit)

     230       71       17  
      348       191       215  

Deferred income tax expense (benefit)

                        

Federal income tax expense (benefit)

     (1 )     3,205       4,634  

Foreign income tax expense (benefit)

     -       -       -  

State and local income tax expense (benefit)

     (676 )     2,149       (55 )
      (677 )     5,354       4,579  
                         

Total

   $ (329 )   $ 5,545     $ 4,794  

 

The components of income (loss) before income taxes are shown below.

 

 

INCOME (LOSS) BEFORE INCOME TAXES

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Domestic

   $ 7,220     $ 15,705     $ (54,749 )

Foreign

     640       239       873  

Total

   $ 7,860     $ 15,944     $ (53,876 )

 

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The Company had prepaid taxes of $0 and $235 in the consolidated balance sheet as of December 31, 2024 and 2023, respectively.

 

The expected income tax expense /(benefit) using the federal statutory rate differs from income tax expense / (benefit) pertaining to pre-tax income / (loss) as a result of the following for the years ended December 31, 2024, 2023, and 2022.  

 

 

INCOME TAX RATE RECONCILIATION

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Federal statutory rate

   $ 1,650     $ 3,348     $ (11,314 )

Pass through impact

     (1,746 )     (3,257 )     9,509  

Deferred tax valuation allowance and other

     95       3,114       6,439  

State and local tax

     (446 )     2,220       143  

Foreign tax

     118       120       17  

Total

   $ (329 )   $ 5,545     $ 4,794  

 

Deferred tax assets and liabilities are determined based on the difference between the book basis and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. The recognition of deferred tax assets is reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized.

 

  

The components of the net deferred tax asset (liability) are as follows.

 

 

DEFERRED TAX ASSET AND LIABILITY

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  
   

Asset

    

Liability

    

Net

    

Asset

    

Liability

    

Net

  

Federal net operating loss carryforward

   $ 19,434     $ -     $ 19,434     $ 20,256     $ -     $ 20,256  

State and local net operating loss carryforward

     4,293       -       4,293       3,862       -       3,862  

Federal capital loss carryforward

     12,020       -       12,020       12,567       -       12,567  

Disallowed interest expense carryforward

     885       -       885       925       -       925  

Unrealized gain on debt

     -       (5,712 )     (5,712 )     -       (5,716 )     (5,716 )

Investment in Operating LLC

     13,141       -       13,141       13,225       -       13,225  

Other

     1,000       (5 )     995       306       252       558  

Gross deferred tax asset / (liability)

     50,773       (5,717 )     45,056       51,141       (5,464 )     45,677  

Less: valuation allowance

     (42,799 )     -       (42,799 )     (44,097 )     -       (44,097 )

Net deferred tax asset / (liability)

   $ 7,974     $ (5,717 )   $ 2,257     $ 7,044     $ (5,464 )   $ 1,580  

 

As of December 31, 2024, the Company had a federal net operating loss (“NOL”) of approximately $92,543, which will be available to offset future taxable income, subject to limitations described below. If not used, this NOL will begin to expire in 2028. The Company also had net capital losses (“NCLs”) in excess of capital gains of $57,239 as of December 31, 2024, which can be carried forward to offset future capital gains, subject to the limitations described below. If not used, this carryforward will begin to expire in 2024. No assurance can be made that the Company will have future taxable income or future capital gains to benefit from its NOL and NCL carry forwards.

 

The Company has determined that its NOL and NCL carry forwards are not currently limited by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). However, the Company may experience an ownership change as defined in that section (“Ownership Change”) in the future.  If an Ownership Change were to occur in the future, the Company’s ability to use its NOLs, NCLs, and certain recognized built-in losses to reduce its taxable income in a future year would generally be limited to an annual amount (the “Section 382 Limitation”) equal to the fair value of the Company immediately prior to the Ownership Change multiplied by the “long term tax-exempt interest rate.” In the event of an Ownership Change, NOLs and NCLs that exceed the Section 382 Limitation in any year will continue to be allowed as carryforwards for the remainder of the carryforward period, and such NOLs and NCLs can be used to offset taxable income for years within the carryforward period subject to the Section 382 Limitation in each year. However, if the carryforward period for any NOL or NCL were to expire before that loss is fully utilized, the unused portion of that loss would be lost.  See discussion of stockholder rights plan in note 21.

 

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Notwithstanding the fact that the Company has determined that the use of its remaining NOL and NCL carryforwards are not currently limited by Section 382 of the Code, the Company recorded a valuation allowance for a substantial portion of its NOLs and NCLs when calculating its net deferred tax liability as of December 31, 2024. 

 

Each reporting period, management determines the expected amount of taxable income it will generate in each jurisdiction where the Company has NOLs.  Management then schedules this income against each carryforward asset and determines what portion of the asset it believes is more likely than not to be realized.  This determination is subjective and subject to many assumptions and factors including:  profitability of the Company's business in the future, the timing of that future income as compared to carryforward asset expiration, the character of future income (ordinary or capital), and the jurisdiction the income will be generated in.  To the extent management's determination changes, an adjustment will be made to the valuation allowance resulting in deferred tax expense or benefit.  The Company recorded deferred tax expense in 2023 and 2024 because expectations of future income decreased and the Company increased the valuation allowance it had applied against carryforward assets.  Because of the magnitude of the Company's carryforward assets as well as the volatility of the Company's operating results, significant adjustments to the valuation allowance are likely going forward.  These future adjustments will likewise result in material amounts of deferred tax benefit or expense going forward.  

 

The Company files tax returns in the U.S. federal jurisdiction, various states or local jurisdictions, and France. With few exceptions, the Company is no longer subject to examination for years prior to 2018.  

 

The Company applies ASC 740-10 in determining uncertain tax positions. The Company has evaluated its tax positions under this criteria and has determined that as of December 31, 2024 and 2023 it has not taken any material uncertain tax positions that would require adjustment to the financial statements.

 

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24. ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) ("AOCI")

 

The following table shows the components of other comprehensive income / (loss) and the tax effects allocated to other comprehensive income / (loss).  AOCI consists solely of foreign currency items. 

 

ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) AND INCOME TAX EFFECT OF ITEMS ALLOCATED TO OTHER COMPREHENSIVE INCOME / (LOSS)

(Dollars in Thousands)

 

   

OCI Items

    

Tax Effect

    

Total

  

December 31, 2021

   $ (905 )   $ -     $ (905 )

Change in foreign currency items

     (54 )     -       (54 )

Other comprehensive income / (loss), net

     (54 )     -       (54 )

Acquisition / (surrender) of additional units in consolidated subsidiary, net

     4       -       4  

December 31, 2022

     (955 )     -       (955 )

Change in foreign currency items

     25       -       25  

Other comprehensive income / (loss), net

     25       -       25  

Acquisition / (surrender) of additional units in consolidated subsidiary, net

     (14 )     -       (14 )

December 31, 2023

     (944 )     -       (944 )

Change in foreign currency items

     (48 )     -       (48 )

Other comprehensive income / (loss), net

     (48 )     -       (48 )

Acquisition / (surrender) of additional units in consolidated subsidiary, net

     (15 )     -       (15 )

December 31, 2024

   $ (1,007 )   $ -     $ (1,007 )

 

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25. NET CAPITAL REQUIREMENTS 

 

JVB is subject to the net capital provision of Rule 15c3-1 under the Exchange Act, which requires the maintenance of minimum net capital, as defined therein.  CCFESA, a subsidiary of the Company, is regulated by the ACPR in France. CCFESA is subject to certain regulatory capital requirements in accordance with Articles L.533-2 et seq. of the French Financial and Monetary Code, implementing the new framework set out in the Investment Firm Regulation ("IFR") and the Investment Firm Directive ("IFD").  CCFEL cancelled its license with the CBI effective April 7, 2022.

   

The following tables shows the actual net capital for JVB and actual net liquid capital for CCFESA as compared to the required amounts for the periods indicated.

 

STATUTORY NET CAPITAL REQUIREMENTS

(Dollars in thousands)

 

   

December 31, 2024

  
   

Actual Net Capital or Liquid Capital

    

Amount Required

    

Excess

  

JVB

   $ 48,414     $ 250     $ 48,164  

CCFESA

     1,574       643       931  

Total

   $ 49,988     $ 893     $ 49,095  

 

   

December 31, 2023

  
   

Actual Net Capital or Liquid Capital

    

Amount Required

    

Excess

  

JVB

   $ 49,878     $ 250     $ 49,628  

CCFESA

     1,761       685       1,076  

Total

   $ 51,639     $ 935     $ 50,704  

 

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26. EARNINGS / (LOSS) PER COMMON SHARE

 

The following table presents a reconciliation of basic and diluted earnings / (loss) per common share for the periods indicated.

 

EARNINGS / (LOSS) PER COMMON SHARE

(Dollars in Thousands, except share or per share information)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Net income / (loss) attributable to Cohen & Company Inc.

   $ (129 )   $ (5,113 )   $ (13,389 )

Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1)

     (357 )     -       -  

Add / (deduct): Adjustment (2)

     33       -       -  

Net income / (loss) on a fully converted basis

   $ (453 )   $ (5,113 )   $ (13,389 )
                         

Weighted average common shares outstanding - Basic

     1,614,897       1,513,469       1,420,383  

Unrestricted Operating LLC units of membership interests exchangeable into Cohen & Company Inc. shares (1)

     4,060,719       -       -  

Restricted units or shares

     -       -       -  

Weighted average common shares outstanding - Diluted

     5,675,616       1,513,469       1,420,383  
                         

Net income / (loss) per common share - Basic

   $ (0.08 )   $ (3.38 )   $ (9.43 )
                         

Net income / (loss) per common share - Diluted (3)

   $ (0.08 )   $ (3.38 )   $ (9.43 )

 

(1)

The Operating LLC units of membership interests not held by Cohen & Company Inc. (that is, those held by the non-controlling interest) may be redeemed and exchanged into shares of the Company on a ten-for-one basis. The Operating LLC units of membership interests not held by Cohen & Company Inc. are redeemable, at the member’s option at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the member’s redemption notice, or (ii) at the Company’s option, one tenth of a share of the Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Common Stock as a dividend or other distribution on the outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the  Common Stock. These units are not included in the computation of basic earnings per share. These units enter into the computation of diluted net income (loss) per common share when the effect is not anti-dilutive using the if-converted method.
(2)

An adjustment is included because the Company would have incurred a higher income tax expense or realized a higher income tax benefit if the Operating LLC units of membership interests had been converted at the beginning of the period.

(3)

Potentially diluted securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:    

 

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  

2017 Convertible Note

     -       -       224,138  

Restricted Common Stock

     59,655       9,060       18,182  

Restricted Operating LLC units

     22,977       4,010,179       3,735,004  
      82,632       4,019,239       3,977,324  

 

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27. RESERVE REQUIREMENTS

 

As of December 31, 2024 and 2023, JVB claimed exemptions to the reserve requirements under Rule 15c3-3 of the Securities Exchange Act of 1934 under two separate exemptions.  First, JVB does not carry securities accounts for its customers or perform custodial functions relating to customer securities and, therefore, qualifies for an exemption under Rule 15c3-3(k)(2)(ii).  Second, JVB qualifies for an exemption under Footnote 74 of the SEC Release No. 34-70073 because it limits its business activities to certain activities allowed under this exemption and it does not hold customer funds or securities, carry customer accounts, and does not carry PAB accounts.  



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28. COMMITMENTS AND CONTINGENCIES

 

Lease Commitments 

 

The Company leases office space in several cities under lease agreements. As of December 31, 2024, future minimum commitments under these operating leases are as follows.

 

 

FUTURE LEASE COMMITMENTS

(Dollars in Thousands)

 

   

Lease

    

Less: Sublease

    

Net Commitment

  

2025

   $ 3,310     $ (26 )   $ 3,284  

2026

     2,612       -       2,612  

2027

     2,458       -       2,458  

2028

     2,471       -       2,471  

2029

     2,400       -       2,400  

2030 and thereafter

     10,275       -       10,275  
    $ 23,526     $ (26 )   $ 23,500  

 

Rent expense for the years ended December 31, 2024, 2023, and 2022 was $2,724, $2,538, and $2,522, respectively, and was included in business development, occupancy, and equipment expense in the consolidated statements of operations.  Rent expense was recorded net of sublease income of $92, $94, and $102 for the years ended December 31, 2024, 2023 and 2022, respectively. 

 

The lease commitments noted above represent the actual cash commitments and will not necessarily match the amount of rent expense recorded in the consolidated statements of operations. 

 

Legal and Regulatory Proceedings

 

From time to time, the Company is a party to various routine legal proceedings, claims, and regulatory inquiries arising out of the ordinary course of the Company’s business. Management believes that the results of these routine legal proceedings, claims, and regulatory matters will not have a material adverse effect on the Company’s financial condition, or on the Company’s operations and cash flows. However, the Company cannot estimate the legal fees and expenses to be incurred in connection with these routine matters and, therefore, is unable to determine whether these future legal fees and expenses will have a material impact on the Company’s operations and cash flows. It is the Company’s policy to expense legal and other fees as incurred. 

 

One of the Company's investment advisers, Cohen & Company Financial Management LLC ("CCFM"), is currently subject to an investigation by the SEC’s enforcement division, which is reviewing its disclosure practices around conflicts of interest and other issues.  As is the Company's current practice, it is cooperating with the SEC staff and is in the process of responding to their requests for information. The Company cannot predict the outcome of this investigation. The costs related to responding to and cooperating with the SEC staff may be material and could continue to be material at least through the completion of the SEC investigation.

 

  

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29. SEGMENT AND GEOGRAPHIC INFORMATION

 

Segment Information

 

The Company operates within three business segments: Capital Markets, Asset Management, and Principal Investing. See note 1.  The Company's chief executive officer is the chief operating decision-maker (“CODM”) and is responsible for allocating resources and assessing the performance of the business segments.  The CODM relies on enterprise net income / (loss) to allocate resources because it provides insight into profitability for the entire enterprise including the convertible non-controlling interest but excluding non-convertible non-controlling interest.   The CODM uses enterprise net income / (loss) in the annual budgeting and forecasting process.  The CODM considers budget to actual variances on a monthly basis when making allocation decisions.  

 

 

 

The Company’s business segment information was prepared in a manner consistent with the internal reporting provided to the CODM and represents the information that is relied upon by management in its decision-making processes. Revenues and expenses directly associated with each business segment are included in determining net income / (loss) by segment.

 

Beginning with this Annual Report on Form 10-K, the Company presents principal transactions gains and losses that relate to financial instruments that the Company received through CCM's activities as part of the Capital Markets segment with all other principal transactions gains and losses included in the Principal Investing segment. Prior to this report, all principal transactions gains and losses were included in the Principal Investing segment.  The Company recast all prior periods presented in this Annual Report on Form 10-K to be consistent.  The CODM evaluates the performance of the Capital Markets segment including the gains and losses on the financial instruments received through CCM's activities.    

 

Interest expense in the table below includes non-operating interest expense.  Interest income and expense relating to operations is included in net trading revenue. See note 5. Indirect expenses (such as general and administrative expenses including executive and indirect overhead costs) not directly associated with specific business segments are not allocated to the business segments’ statements of operations.  See (1) below.

 

Beginning in 2024 annual reporting, the Company adopted ASU 2023-07 retrospectively. The following table sets forth our segment information of revenue, expenses, and income (loss) from operations. 

 

 

 

 

SEGMENT INFORMATION

Statement of Operations Information

For the Year Ended December 31, 2024

(Dollars in Thousands)

 

   

Capital

    

Asset

    

Principal

    

Segment

                
   

Markets

    

Management

    

Investing

    

Total

    

Unallocated (1)

    

Total

  

Net trading

   $ 36,409     $ -     $ -     $ 36,409     $ -     $ 36,409  

Asset management

     -       9,009       -       9,009       -       9,009  

New issue and advisory

     63,422       -       -       63,422       -       63,422  

Principal transactions

     (22,644 )     -       (10,240 )     (32,884 )     -       (32,884 )

Other income

     10       2,615       1,017       3,642       -       3,642  

Total revenues

     77,197       11,624       (9,223 )     79,598       -       79,598  

Compensation

     42,536       6,059       1,648       50,243       1,477       51,720  

Stock based compensation

     575       144       -       719       3,949       4,668  

Business development

     1,377       250       14       1,641       641       2,282  

Occupancy and equipment

     2,976       213       -       3,189       1,146       4,335  

Subscriptions, clearing, and execution

     8,893       368       170       9,431       208       9,639  

Professional fee and other operating

     7,591       1,772       1,216       10,579       3,842       14,421  

Depreciation and amortization

     -       6       -       6       550       556  

Total operating expenses

     63,948       8,812       3,048       75,808       11,813       87,621  

Operating income / (loss)

     13,249       2,812       (12,271 )     3,790       (11,813 )     (8,023 )

Interest income (expense)

     (76 )     -       -       (76 )     (5,745 )     (5,821 )

Income from equity method affiliates

     -       -       21,704       21,704       -       21,704  

Income /(loss) before income taxes

     13,173       2,812       9,433       25,418       (17,558 )     7,860  

Income tax expense (benefit)

     -       -       -       -       (329 )     (329 )

Net income / (loss)

     13,173       2,812       9,433       25,418       (17,229 )     8,189  

Less: Net income attributable to the non-convertible non-controlling interest of the Operating LLC

     -       1       8,674       8,675       -       8,675  

Enterprise net income /(loss)

     13,173       2,811       759       16,743       (17,229 )     (486 )

Less: Net (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

     -       -       -       -       (357 )     (357 )

Net income / (loss) attributable to Cohen & Company Inc.

   $ 13,173     $ 2,811     $ 759     $ 16,743     $ (16,872 )   $ (129 )
                                                 

Other statement of operations data

                                                

Cash compensation as a percentage of revenue

     55.10 %     52.12 %     (17.87 )%     63.12 %     N/A       64.98 %

Operating income / (loss) as a percentage of revenue

     17.16 %     24.19 %     (133.05 )%     4.76 %     N/A       (10.08 )%

Net income / (loss) as a percentage of revenue

     17.06 %     24.19 %     (102.28 )%     31.93 %     N/A       10.29 %

Net income / (loss) attributable to Cohen & Company Inc. as a percentage of revenue

     17.06 %     24.18 %     (8.23 )%     21.03 %     N/A       (0.16 )%
                                                 

 

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SEGMENT INFORMATION

Statement of Operations Information

For the Year Ended December 31, 2023

(Dollars in Thousands)

 

   

Capital

    

Asset

    

Principal

    

Segment

                
   

Markets

    

Management

    

Investing

    

Total

    

Unallocated (1)

    

Total

  

Net trading

   $ 30,926     $ -     $ -     $ 30,926     $ -     $ 30,926  

Asset management

     -       7,337       -       7,337       -       7,337  

New issue and advisory

     28,264       -       -       28,264       -       28,264  

Principal transactions

     (4,312 )     -       19,261       14,949       -       14,949  

Other income

     1       1,071       433       1,505       -       1,505  

Total revenues

     54,879       8,408       19,694       82,981       -       82,981  

Compensation

     30,641       5,777       2,335       38,753       8,948       47,701  

Stock based compensation

     515       106       -       621       3,770       4,391  

Business development

     741       268       23       1,032       383       1,415  

Occupancy and equipment

     2,560       202       -       2,762       1,027       3,789  

Subscriptions, clearing, and execution

     8,125       334       251       8,710       255       8,965  

Professional fee and other operating

     4,320       1,408       843       6,571       2,725       9,296  

Depreciation and amortization

     -       6       -       6       557       563  

Total operating expenses

     46,902       8,101       3,452       58,455       17,665       76,120  

Operating income / (loss)

     7,977       307       16,242       24,526       (17,665 )     6,861  

Interest income (expense)

     (338 )     -       -       (338 )     (6,188 )     (6,526 )

Income from equity method affiliates

     -       -       15,609       15,609       -       15,609  

Income (loss) before income taxes

     7,639       307       31,851       39,797       (23,853 )     15,944  

Income tax expense / (benefit)

     -       -       -       -       5,545       5,545  

Net income / (loss)

     7,639       307       31,851       39,797       (29,398 )     10,399  

Less: Net income attributable to the non-convertible non-controlling interest of the Operating LLC

     -       17       19,573       19,590       -       19,590  

Enterprise net income/ (loss)

     7,639       290       12,278       20,207       (29,398 )     (9,191 )

Less: Net (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

     -       -       -       -       (4,078 )     (4,078 )

Net income / (loss) attributable to Cohen & Company Inc.

   $ 7,639     $ 290     $ 12,278     $ 20,207     $ (25,320 )   $ (5,113 )
                                                 

Other statement of operations data

                                                

Cash compensation as a percentage of revenue

     55.83 %     68.71 %     11.86 %     46.70 %     N/A       57.48 %

Operating income / (loss) as a percentage of revenue

     14.54 %     3.65 %     82.47 %     29.56 %     N/A       8.27 %

Net income / (loss) as a percentage of revenue

     13.92 %     3.65 %     161.73 %     47.96 %     N/A       12.53 %

Net income / (loss) attributable to Cohen & Company Inc. as a percentage of revenue

     13.92 %     3.45 %     62.34 %     24.35 %     N/A       (6.16 )%
                                                 

 



 

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SEGMENT INFORMATION

Statement of Operations Information

For the Year Ended December 31, 2022

(Dollars in Thousands)

 

   

Capital

    

Asset

    

Principal

    

Segment

                
   

Markets

    

Management

    

Investing

    

Total

    

Unallocated (1)

    

Total

  

Net trading

   $ 40,009     $ -     $ -     $ 40,009     $ -     $ 40,009  

Asset management

     -       9,004       -       9,004       -       9,004  

New issue and advisory

     24,721       -       -       24,721       -       24,721  

Principal transactions

     (3,075 )     -       (27,556 )     (30,631 )     -       (30,631 )

Other income

     1       855       428       1,284       -       1,284  

Total revenues

     61,656       9,859       (27,128 )     44,387       -       44,387  

Compensation

     31,919       7,480       1,086       40,485       5,415       45,900  

Stock based compensation

     515       132       -       647       3,743       4,390  

Business development

     582       529       22       1,133       450       1,583  

Occupancy and equipment

     2,722       168       -       2,890       603       3,493  

Subscriptions, clearing, and execution

     7,610       348       87       8,045       229       8,274  

Professional fee and other operating

     3,625       1,123       619       5,367       2,786       8,153  

Depreciation and amortization

     -       5       -       5       552       557  

Total operating expenses

     46,973       9,785       1,814       58,572       13,778       72,350  

Operating income / (loss)

     14,683       74       (28,942 )     (14,185 )     (13,778 )     (27,963 )

Interest income (expense)

     (247 )     -       -       (247 )     (4,735 )     (4,982 )

(Loss) from equity method affiliates

     -       -       (20,931 )     (20,931 )     -       (20,931 )

Income before income taxes

     14,436       74       (49,873 )     (35,363 )     (18,513 )     (53,876 )

Income tax expense / (benefit)

     -       -       -       -       4,794       4,794  

Net income /(loss)

     14,436       74       (49,873 )     (35,363 )     (23,307 )     (58,670 )

Less: Net (loss) attributable to the non-convertible non-controlling interest of the Operating LLC

     -       -       (23,203 )     (23,203 )     -       (23,203 )

Enterprise net income /(loss)

     14,436       74       (26,670 )     (12,160 )     (23,307 )     (35,467 )

Less: Net (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

     -       -       -       -       (22,078 )     (22,078 )

Net income (loss) attributable to Cohen & Company Inc.

   $ 14,436     $ 74     $ (26,670 )   $ (12,160 )   $ (1,229 )   $ (13,389 )
                                                 

Other statement of operations data

                                                

Cash compensation as a percentage of revenue

     51.77 %     75.87 %     (4.00 )%     91.21 %     N/A       103.41 %

Operating income / (loss) as a percentage of revenue

     23.81 %     0.75 %     (106.69 )%     (31.96 )%     N/A       (63.00 )%

Net income / (loss) as a percentage of revenue

     23.41 %     0.75 %     (183.84 )%     (79.67 )%     N/A       (132.18 )%

Net income / (loss) attributable to Cohen & Company Inc. as a percentage of revenue

     23.41 %     0.75 %     (98.31 )%     (27.40 )%     N/A       (30.16 )%
                                                 

 

(1)

Unallocated includes certain expenses incurred by indirect overhead and support departments (such as the executive, finance, legal, information technology, human resources, risk, compliance, and other similar overhead and support departments). Some of the items not allocated include: (1) operating expenses (such as cash compensation and benefits, equity-based compensation expense, professional fees, travel and entertainment, consulting fees, and rent) related to support departments excluding certain departments that directly support the Capital Markets business segment; (2) interest expense on debt; and (3) income taxes. Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the CODM.

  

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BALANCE SHEET DATA

As of December 31, 2024

(Dollars in Thousands)

 

   

Capital

    

Asset

    

Principal

    

Segment

                
   

Markets

    

Management

    

Investing

    

Total

    

Unallocated (1)

    

Total

  

Total Assets

   $ 888,780     $ 7,371     $ 44,175     $ 940,326     $ 30,823     $ 971,149  
                                                 

Included within total assets:

                                                

Investments in equity method affiliates

   $ -     $ -     $ 23,430     $ 23,430     $ -     $ 23,430  

Goodwill (2)

   $ 54     $ 55     $ -     $ 109     $ -     $ 109  

Intangible assets (2)

   $ 166     $ -     $ -     $ 166     $ -     $ 166  

 

 

BALANCE SHEET DATA

As of December 31, 2023

(Dollars in Thousands)

 

   

Capital

    

Asset

    

Principal

    

Segment

                
   

Markets

    

Management

    

Investing

    

Total

    

Unallocated (1)

    

Total

  

Total Assets

   $ 683,426     $ 5,633     $ 69,117     $ 758,176     $ 14,585     $ 772,761  
                                                 

Included within total assets:

                                                

Investments in equity method affiliates

   $ -     $ -     $ 14,241     $ 14,241     $ -     $ 14,241  

Goodwill (2)

   $ 54     $ 55     $ -     $ 109     $ -     $ 109  

Intangible assets (2)

   $ 166     $ -     $ -     $ 166     $ -     $ 166  

 

(1)

Unallocated assets primarily include (1) amounts due from related parties; (2) furniture and equipment, net; and (3) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded from business segment reporting to the CODM.

(2)

Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above.

  

Geographic Information

 

The Company has conducted its business activities through offices in the following locations: (1) United States and (2) Europe and other. Total revenues by geographic area are summarized as follows.

 

GEOGRAPHIC DATA

(Dollars in Thousands)

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Total Revenues:

                        

United States

   $ 72,573     $ 77,532     $ 39,669  

Europe & Other

     7,025       5,449       4,718  

Total

   $ 79,598     $ 82,981     $ 44,387  

 

Long-lived assets attributable to an individual country, other than the United States, are not material.  The Capital Markets segment has earned non-cash advisory revenue of $24,338, $18,248, and $7,416 in the years ended December 31, 2024, 2023, and 2023 respectively.  

    

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30. SUPPLEMENTAL CASH FLOW DISCLOSURE 

 

Cash flows from investments (including derivatives) classified as investments-trading or trading securities sold, not yet purchased are presented on a net basis as a component of cash flows from operations.  Cash flows from investments (including derivatives) classified as other investments, at fair value or other investments sold, not yet purchased are presented on a gross basis as a component of cash flows from investing. 

 

Interest paid by the Company on its debt and redeemable financial instruments was $6,014, $5,607, and $4,782 for the years ended December 31, 2024, 2023, and 2022, respectively.    

 

The Company paid income taxes of $60, $539, and $327 for the years ended December 31, 2024, 2023, and 2022, respectively, and received income tax refunds of $240, $96, and  $0, for the years ended December 31, 2024, 2023, and 2022, respectively. 

 

In 2024, the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows:

 

  • The Company net received units of membership interest in the Operating LLC.  The Company recognized a net increase in additional paid-in capital of $679, a net decrease in AOCI of $15, and a decrease in non-controlling interest of  $664.  See note 21.
  • The Company recorded a net decrease in investments in equity method affiliates of $14,586, a net increase in other investments, at fair value of $14,586, and an increase of $2,861 in other investments, sold not purchased resulting from an in-kind distribution from an equity method affiliate.
  • In connection with the Redemption Agreement, the Company recorded a reduction in the redeemable financial instrument of $5,146 and a corresponding increase of $5,146 in debt resulting from the issuance of the 2024 Note.

 

In 2023, the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows:

 

 

• 

The Company net surrendered units of membership interests in the Operating LLC.  The Company recognized a net increase in additional paid-in capital of $636, a net decrease of $14 in AOCI, and a decrease of $622 in non-controlling interest.  See note 21.
 

• 

In conjunction with the consolidation of the SPAC Fund, the Company recorded an increase in receivables from brokers, dealers, and clearing agencies of $68,066, an increase in other investments, at fair value of $40,388, an increase in other assets of $63, an increase in accounts payable of $82,711, and an increase in other investments sold, not yet purchased of $25,806. See note 4.
  •  The Company recorded a net decrease in investments in equity method affiliates of $10,102 and a net increase in other investments, at fair value of $10,102 resulting from an in-kind distribution from an equity method affiliate.
  •  In connection with several SFA transactions, the Company received equity shares in a public company, recorded a net increase of $58,286 in other investments, at fair value, and a corresponding increase in other investments, sold not yet purchased of $58,286.  

  

In 2022, the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows:

 

 

•

The Company net surrendered units of membership interests in the Operating LLC.  The Company recognized a net decrease in additional paid-in capital of $338, a net increase of $4 in AOCI, and an increase of $334 in non-controlling interest.  See note 21.
  • The Company recorded a $15,000 increase in convertible non-controlling interest and a $15,000 decrease in debt as a result of the DGC Trust election to convert the 2017 Convertible Note into units of membership interest of the Operating LLC.
  • The Company recorded a decrease in equity method affiliates of $20,915 and an increase in other investments, at fair value of $20,915 resulting from an in-kind distribution from equity method affiliates.
  • The Company recorded a decrease in other investments, at fair value of $6,417 and a corresponding decrease in non-controlling interest resulting from in-kind distributions to the non-controlling interest of certain SPAC sponsor entities.
  • The Company recorded an increase in other investments, at fair value of $844 and a corresponding decrease in other investment, not yet purchased of $844 resulting from an investment reclass.

 

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31. RELATED PARTY TRANSACTIONS

 

The Company has identified the following related party transactions for the years ended December 31, 2024, 2023, and 2022. The transactions are listed by related party and, unless otherwise noted in the text of the description, the amounts are disclosed in the tables at the end of this section.

 

A. JKD Investor

 

The JKD Investor is an entity owned by Jack J. DiMaio, the vice chairman of the board of directors and vice chairman of the Operating LLC’s board of managers, and his spouse.  On October 3, 2016, the Operating LLC and JKD Investor entered into the JKD Investment Agreement. The interest expense incurred relating to the JKD Investment Agreement is disclosed in the table below. See notes 4 and 15.

 

Effective September 1, 2024, JKD Investor and the Operating LLC entered into the Redemption Agreement, which terminated the JKD Investment Agreement in its entirety and resulted in the full redemption of the redeemable financial instrument. Pursuant to the Redemption Agreement, the Company issued to JKD Investor the 2024 Note in the principal amount of $5,146. The interest incurred on the 2024 Note is disclosed in the table below. See notes 4, 19, and 20.

 

On January 31, 2020, JKD Investor purchased $2,250 of the 2020 Notes. On January 31, 2022, the Operating LLC and JKD Investor entered into the 2022 Note Purchase Agreement, pursuant to which, among other things, on such date, (i) JKD Investor paid to the Operating LLC an additional $2,250 and (ii) in consideration for such funds, the Operating LLC issued to JKD Investor the 2020 Note in the aggregate principal amount of $4,500. See note 20. The Company incurred interest expense on this debt, which is disclosed in the table below.

 

B. DGC Trust

 

DGC Trust has been identified as a related party because Daniel G. Cohen's children are the beneficiaries of the trust and the trust was established by Daniel G. Cohen, executive chairman of the Company’s board of directors and executive chairman of the Operating LLC’s board of managers. Daniel G. Cohen does not have any voting or dispositive control of securities held in the interest of the trust.  Pursuant to the DGC Trust’s governing documents, Daniel G. Cohen has the ability to acquire at any time any of the DGC Trust’s assets, including the units of membership interests, by substituting other property of an equivalent value without the approval or consent of any person, including any trustee or beneficiary of the DGC Trust. In March 2017, the 2017 Convertible Note was issued to DGC Trust.  The Company incurred interest expense on the 2017 Convertible Note which is included in the table below.  

 

C.  Duane Morris, LLP (“Duane Morris”)

 

Duane Morris is an international law firm and serves as legal counsel to the Company.  Duane Morris is considered a related party because a partner at Duane Morris is a member of the same household as a director of the Company.  Expense incurred by the Company for services provided by Duane Morris is included within professional fees and operating expense in the consolidated statements of operations and comprehensive income and are disclosed in the table below. 

 

D. Cohen Circle, LLC ("Cohen Circle")

 

The Company engaged Betsy Cohen, as an agent of Cohen Circle, as a consultant to provide certain services related to Insurance SPAC III. See note 12. The Company agreed to pay a consultant fee of $1 per month, which commenced on December 1, 2020 and continued through November 18, 2022, the date Insurance SPAC III announced that it would not consummate an initial business combination within the time period required. The expense incurred by the Company for the consulting services provided by Cohen Circle is included within professional fees and operating expense in the consolidated income statement and are disclosed in the table below. 

 

The Company has a sublease agreement as sub-lessor for certain office space with Cohen Circle.  The Company received payments under this sublease agreement, which are recorded as a reduction in rent and utility expenses. This sublease agreement commenced on August 1, 2018 and has a term that automatically renews for one year periods if not cancelled by either party upon 90 days’ notice prior to the end of the then-existing term.  The income earned pursuant to this sublease agreement is included as a reduction in rent expense in the consolidated statements of income and is disclosed in the table below.

 

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E.  Investment Vehicles and Other

 

Stoa USA Inc. / FlipOS

 

Stoa USA Inc. / FlipOS was a private company in which the Company owned common equity. It was considered a related party because Daniel G. Cohen was a member of the board of directors. As of December 31, 2023, the Company had made cumulative investments of $847 in Stoa USA Inc. / FlipOS. During the year ended December 31, 2023, Stoa USA Inc. / FlipOS announced that it had ceased operations.  The Company wrote off its investment during the three months ended September 30, 2023 and recorded a principal transactions loss. The Company has no remaining investment in Stoa USA Inc. / FlipOS.

 

The fair value of these investments was included in other investments, at fair value on the consolidated balance sheets; any realized and unrealized gains on these investments was included in principle transactions and other income on the consolidated statements of operations and comprehensive income. All realized and unrealized gains (losses) are included in the table below.  

 

CK Capital and AOI

 

In December 2019, the Company acquired a 45% interest in CK Capital Partners B.V. ("CK Capital"). The Company purchased this interest for $18 (of which $17 was paid to an entity controlled by Daniel G. Cohen). CK Capital is a private company incorporated in the Netherlands and provides asset and investment advisory services relating to real estate holdings. In addition, the Company also acquired a 10% interest in Amerisfoot Office Investment I Cooperatief U.A. ("AOI"), a real estate holding company, for $1 from entities controlled by Daniel G. Cohen. CK Capital and AOI are related parties as they are equity method investments of the Company. Income earned, or loss incurred, by the Company on the equity method investments in CK Capital and AOI is included in the tables below.  In accordance with the CK Capital shareholders agreement, the Company may receive fees for consulting services provided by the Company to CK Capital.  Any fees earned for such consulting services are included in principal transactions and other income in the table below. See note 12. 

 

CREO JV

 

CREO JV is considered a related party because it is an equity method investment of the Company. The Company has an investment in and a servicing agreement with CREO JV.  Income earned, or loss incurred, on the investment is included as part of principal transactions and other income.  Revenue earned on the servicing contract is included as part of asset management in the table below.  As of December 31, 2024, the Company owned 7.5% of the equity of CREO JV.

 

U.S. Insurance JV 

 

U.S. Insurance JV is considered a related party because it is an equity method investment of the Company. The Company has an investment in and a management contract with U.S. Insurance JV.  Income earned, or loss incurred, on the investment is included as part of principal transactions and other income.  Revenue earned on the management contract is included as part of asset management in the table below.  As of December 31, 2024, the Company owned 1.86% of the equity of U.S. Insurance JV.

 

SPAC Fund

 

The SPAC Fund was considered a related party because it was an equity method investment of the Company prior to its consolidation effective April 1, 2023 (see note 4).  The Company had an investment in and a management contract with the SPAC Fund.  Income earned, or loss incurred, on the investment prior to consolidation is included as part of principal transactions and other income in the table below.  Revenue earned on the management contract prior to consolidation is included as part of asset management in the table below. 



Insurance SPAC III
 

Insurance SPAC III was considered a related party because it was an equity method investment of the Company.  The Operating LLC was the manager of the Insurance SPAC III Sponsor Entities, and the Company consolidated the Insurance SPAC III Sponsor Entities. On November 18, 2022, Insurance SPAC III announced that, as it would not consummate an initial business combination within the time period required, it would dissolve and liquidate, effective as of the close of business on December 22, 2022. Prior to November 18, 2022, Insurance SPAC III Sponsor Entities owned 47.3% of the equity in Insurance SPAC III Sponsor Entities. Income earned, or loss incurred, on the equity method investment in the Insurance SPAC III is included in the table below.  The Operating LLC and Insurance SPAC III entered into an administrative services agreement, dated December 17, 2020, pursuant to which the Operating LLC and Insurance SPAC III agreed that, commencing on the date that Insurance SPAC III’s securities were first listed on the NASDAQ Capital Market through the earlier of Insurance SPAC III’s consummation of a business combination and its liquidation, Insurance SPAC III would pay the Operating LLC $20 per month for certain office space, utilities, and shared personnel support as may be requested by Insurance SPAC III.  Revenue earned by the Company from the administrative services agreement is included as part of principal transactions and other income in the table below.  

 

The Operating LLC loaned to Insurance SPAC III approximately $71 to cover IPO expenses, which was repaid in full at the closing of the IPO. Insurance Acquisition Sponsor III and its affiliates, including the Operating LLC, also committed to loan Insurance SPAC III up to $1,500 to cover operating and acquisition related expenses following the IPO, of which $960 was borrowed by Insurance SPAC III prior to November 18, 2022.  The loans bore no interest and, as the Insurance SPAC III failed to consummate a business combination in the required timeframe, the loans will not be repaid  The write-off of the loans is included in equity method loss in 2022. See notes 4 and 12.

 

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SPAC Sponsor Entities and Other

 

In general, a SPAC is initially funded by a sponsor and that sponsor invests in and receives private placement and founder shares of the SPAC.  The sponsor  may be organized as a single legal entity or multiple entities under common control.  In either case, the entity (or entities) is referred in this section as the sponsor of the applicable SPAC.  The Company had the following transactions with various sponsors of SPACs that are related parties, which the Company does not consolidate.  

 

Fintech Acquisition Corp. V ("FTAC V") was a SPAC.  The sponsor of FTAC V ("FTAC V Sponsor") is a related party as it was an equity method investment of the Company.  The Company made a sponsor investment in FTAC V Sponsor, receiving an allocation of 140,000 founder shares. On December 14, 2020, the Operating LLC entered into a letter agreement with FTAC V Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC V Sponsor for a period not longer than 24 months.  As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC V stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.  FTAC V liquidated in 2022. 

 

Fintech Acquisition Corp. VI ("FTAC VI") was a SPAC.  The sponsor of FTAC VI ("FTAC VI Sponsor") is a related party as it was an equity method investment of the Company.  On June 26, 2021, the Operating LLC entered into a letter agreement with FTAC VI Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC VI Sponsor for a period not longer than 24 months.  As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC VI stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.  FTAC VI liquidated in 2022. 

 

FTAC Athena Acquisition Corp. ("FTAC Athena") was a SPAC.  The sponsor of FTAC Athena ("FTAC Athena Sponsor") is a related party as it was an equity method investment of the Company.  On February 26, 2021, the Operating LLC entered into a letter agreement with FTAC Athena Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Athena Sponsor for a period not longer than 24 months.  As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC Athena stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below. FTAC Athena liquidated in 2023.

 

FTAC Hera Acquisition Corp. ("FTAC Hera") was a SPAC.  The sponsor of FTAC Hera ("FTAC Hera Sponsor") is a related party as it was an equity method investment of the Company.  On March 5, 2021, the Operating LLC entered into a letter agreement with FTAC Hera Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Hera Sponsor for a period not longer than 24 months.  As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC Hera stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below. FTAC Hera liquidated in 2022.

 

FTAC Parnassus Acquisition Corp. ("FTAC Parnassus") was a SPAC.  The sponsor of FTAC Parnassus ("FTAC Parnassus Sponsor") is a related party as it was an equity method investment of the Company.  On March 15, 2021, the Operating LLC entered into a letter agreement with FTAC Parnassus Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Parnassus Sponsor for a period not longer than 24 months.  As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC Parnassus stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below. FTAC Parnassus liquidated in 2022.

 

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FTAC Zeus Acquisition Corp. ("FTAC Zeus") was a SPAC.  The sponsor of FTAC Zeus ("FTAC Zeus Sponsor") is a related party as it was an equity method investment of the Company.  On November 24, 2021, the Operating LLC entered into a letter agreement with FTAC Zeus Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Zeus Sponsor for a period not longer than 24 months.  As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC Zeus stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below. FTAC Zeus liquidated in 2023.

 

FTAC Emerald Acquisition Corp. ("FTAC Emerald") is a SPAC.  The sponsor of FTAC Emerald ("FTAC Emerald Sponsor") is a related party as it is an equity method investment of the Company.  On December 20, 2021, the Operating LLC entered into a letter agreement with FTAC Emerald Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Emerald Sponsor for a period not longer than 24 months.  As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC Emerald stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.  The Company made an additional investment of $47 in another subsidiary of FTAC Emerald Sponsor in the form of a promissory note and this amount was written off in 2024. This write off is included in income (loss) from equity method affiliates in the table below.  

 

Vellar Opportunities GP, LLC

 

On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement with Jason Capone and Solomon Cohen, who is the son of our Executive Chairman, Daniel G. Cohen (the “Vellar Purchase Agreement”); and (ii) a Transition Services Agreement (the “Vellar Transition Services Agreement” and, together with the Vellar Purchase Agreement, the “Vellar Agreements”) with Vellar Opportunities GP LLC, a Delaware limited liability company (“Vellar GP”).

 

Prior to entering into the Vellar Agreements, the Operating LLC was the managing member and owner of 33.4% of Vellar GP. 

 

Pursuant to the Vellar Purchase Agreement, the Operating LLC sold all of its 33.4% interest in Vellar GP to each of Solomon Cohen and Jason Capone for an aggregate of $10.  As of February 25, 2025 and as a result of the consummation of the transactions contemplated by the Vellar Purchase Agreement, the Company no longer had any investment in Vellar GP. Pursuant to the Vellar Purchase Agreement, the Operating LLC resigned as the managing member of Vellar GP, effective February 25, 2025.  In the first quarter of 2025, the Company expects to record a net loss of $404 related to Vellar GP which includes both the loss on sale and results of operations for the 2025 period prior to the sale.  

 

Pursuant to the Vellar Transition Services Agreement, in exchange for the Operating LLC’s agreement to provide certain transitional services to Vellar GP, Vellar GP agreed to pay to the Operating LLC certain defined revenue share amounts up to an aggregate of $4,234; and (ii) agreed to decrease the amount which the Operating LLC had previously agreed to pay to Vellar GP  in connection with the funding of certain Vellar GP litigation expenses from $2,121 to $1,084.

 

Other 

 

The Company invests in sponsor entities of SPACS, either directly or through its interest in the SPAC Series Funds, which are not otherwise affiliated with the Company, but are considered related parties because they are accounted for under the equity method.  As of December 31, 2024, the Company owned 5.35% of these entities in the aggregate. Income earned, or loss incurred, on the equity method investment in these other SPAC sponsor entities is included in the table below.   

 

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The following table displays the routine transactions recognized in the statements of operations from the identified related parties that are described above.

 

 

RELATED PARTY TRANSACTIONS
 

(Dollars in Thousands)

 

   

For the Years Ended December 31,

  
   

2024

    

2023

    

2022

  
                         

Asset management

                        

CREO JV

   $ 711     $ 113     $ -  

SPAC Fund

     -       173       954  

U.S. Insurance JV

     1,165       1,201       1,069  
    $ 1,876     $ 1,487     $ 2,023  

Principal transactions and other income

                        

CREO JV

   $ 617     $ 901     $ 32  

Insurance SPAC III

     -       -       220  

Other SPAC Entities

     5       50       160  

SPAC Fund

     -       28       (43 )

Stoa USA Inc./FlipOS

     -       (6,847 )     4,196  

U.S. Insurance JV

     17       463       11  
    $ 639     $ (5,405 )   $ 4,576  

Income (loss) from equity method affiliates

                        

Dutch Real Estate Entities

   $ (759 )   $ 334     $ (71 )

Insurance SPAC III

     -       -       (5,896 )

Other SPAC Entities

     22,463       15,275       (14,962 )
    $ 21,704     $ 15,609     $ (20,929 )
                         

Operating expense (income)

                        

Duane Morris

   $ 632     $ 432     $ 621  

Cohen Circle

     (104 )     (103 )     (66 )
    $ 528     $ 329     $ 555  

Interest expense (income)

                        

JKD Investor

   $ 1,050     $ 941     $ 943  

DGC Trust

     -       -       327  
    $ 1,050     $ 941     $ 1,270  

 

The following related party transactions are non-routine and are not included in the table above.

 

H. Directors and Employees

 

On October 1, 2024, the Company assumed the final year obligation of a three-year corporate aircraft program arrangement from the Company's executive chairman, Daniel G. Cohen.  The cost of the final year obligation is $1,208.  The arrangement allows for an allotted number of hours of air travel on selected aircraft.  The Company intends to use the air travel for general business purposes. During the year ended December 31, 2024, the Company recognized $291 of amortization expense on this lease, which is record in business development, occupancy, equipment expense in the consolidated statement of operations.

 

The Company has entered into employment agreements with Daniel G. Cohen, its executive chairman, and Joseph W. Pooler, Jr., its chief financial officer.  The Company has entered into its standard indemnification agreement with each of its directors and executive officers.

 

The Company maintains a 401(k)-savings plan covering substantially all its employees.  The Company matches 50% of employee contributions for all participants not to exceed 3% of their salary.  Contributions made to the plan on behalf of the Company were $438, $396, and $377 for the years ended December 31, 2024, 2023, and 2022, respectively.

 

The Company leased office space from Zucker and Moore, LLC.  Zucker and Moore, LLC is partially owned by Jack DiMaio, Jr., the vice chairman of the Company's board of directors. The lease terminated June 20, 2022. The Company recorded $48 of rent expense related to this agreement for the year ended December 31, 2022, which is included as a component of business development, occupancy, and equipment in the statement of operations. 

 

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32. DUE FROM / DUE TO RELATED PARTIES

 

Amounts due to related parties related to redeemable financial instruments and outstanding debt are included as components of those balances in the consolidated balance sheets.  In addition, interest or investment return owed on those balances are included as a component of accounts payable and other liabilities in the consolidated balance sheets.  Any investment made in an equity method affiliate for which the Company does not elect the fair value option is included as a component of investments in equity method affiliates in the consolidated balance sheets.  Any investment made in an equity method affiliate for which the Company elected the fair value option is included as a component of other investments, at fair value in the consolidated balance sheets.

 

The following table summarizes the outstanding due from /due to related parties. These amounts may result from normal operating advances, employee advances, or from timing differences between the transactions disclosed in note 31 and final settlement of those transactions in cash. All amounts are primarily non-interest bearing.

 

 

 

 

 

DUE FROM/DUE TO RELATED PARTIES

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

CREO JV

   $ 74     $ -  

Employee & other

     458       319  

SPAC Fund - other receivable

     127       15  

U.S. Insurance JV

     282       438  

Due from Related Parties

   $ 941     $ 772  

 

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SCHEDULE I

 

 

COHEN & COMPANY INC.  

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

COHEN & COMPANY INC.  (PARENT COMPANY)

Unaudited

Balance Sheets

(Dollars in Thousands)

 

   

December 31, 2024

    

December 31, 2023

  

Assets

                

Cash

   $ -     $ -  

Investment in Cohen & Company, LLC

     67,743       67,670  

Prepaid income taxes

     20       38  

Total assets

   $ 67,763     $ 67,708  
                 

Liabilities

                

Accrued interest and other liabilities

   $ 340     $ 342  

Deferred income taxes

     437       468  

Debt

     25,258       25,216  

Total liabilities

     26,035       26,026  
                 

Stockholders’ Equity

                

Preferred Stock

     27       27  

Common Stock

     20       19  

Additional paid-in capital

     76,704       74,594  

Accumulated deficit

     (34,016 )     (32,014 )

Accumulated other comprehensive loss

     (1,007 )     (944 )

Total stockholders’ equity

     41,728       41,682  
                 

Total liabilities and stockholders’ equity

   $ 67,763     $ 67,708  

 



See accompanying notes to condensed financial statements.

 

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COHEN & COMPANY INC.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

COHEN & COMPANY INC. (PARENT COMPANY)

Unaudited

Statements of Operations

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2024

    

2023

    

2022

  
                         

Revenues

                        

Equity in undistributed earnings / (loss) from Cohen & Company, LLC

   $ 4,553     $ 3,708     $ (4,953 )

Total revenues

     4,553       3,708       (4,953 )

Operating income / (loss)

     4,553       3,708       (4,953 )

Non-operating expense

                        

Interest expense

     (4,695 )     (5,247 )     (3,443 )

Income / (loss) before income taxes

     (142 )     (1,539 )     (8,396 )

Income tax (benefit) / expense

     (13 )     3,574       4,993  

Net income / (loss)

   $ (129 )   $ (5,113 )   $ (13,389 )

 

 

See accompanying notes to condensed financial statements.

  

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COHEN & COMPANY INC.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

COHEN & COMPANY INC. (PARENT COMPANY)

Unaudited

Statements of Cash Flows

(Dollars in Thousands)

 

   

For the Year Ended December 31,

  
   

2024

    

2023

    

2022

  
                         

Operating activities

                        

Net income / (loss)

   $ (129 )   $ (5,113 )   $ (13,389 )

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

                        

Equity in undistributed earnings / (loss) from Cohen & Company, LLC

     (4,553 )     (3,708 )     4,953  

Distributions from / (contributions to) Cohen & Company, LLC

     6,428       6,223       5,433  

Amortization of discount of debt

     42       692       563  

(Increase) / decrease in other assets

     18       108       (166 )

Increase / (decrease) in accounts payable and other liabilities

     (2 )     35       199  

Increase / (decrease) in deferred income taxes

     (31 )     3,561       5,041  

Net cash provided by / (used in) operating activities

     1,773       1,798       2,634  

Financing activities

                        

Proceeds from issuance of Common Stock

     154       -       -  

Cash used to net share settle equity awards

     (54 )     (48 )     (76 )

Dividends paid to stockholders

     (1,873 )     (1,750 )     (2,558 )

Net cash provided by / (used in) financing activities

     (1,773 )     (1,798 )     (2,634 )

Net increase (decrease) in cash and cash equivalents

     -       -       -  

Cash and cash equivalents, beginning of period

     -       -       -  

Cash and cash equivalents, end of period

   $ -     $ -     $ -  

 

  

See accompanying notes to condensed financial statements.

 

    

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COHEN & COMPANY INC.

 

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

COHEN & COMPANY INC. (PARENT COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Unaudited

(Dollars in thousands)

 

The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and related notes of Cohen & Company Inc. Certain prior period amounts have been reclassified to conform to the current period presentation.  The Company paid or received cash distributions to / from Cohen & Company, LLC as disclosed above in the statements of cash flow.

 

 

 

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EX-4.8 2 ex_726874.htm EXHIBIT 4.8 ex_726874.htm

Exhibit 4.8

 

Description of the Registrant’s Securities Registered Pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended

 

The common stock, par value $0.01 per share (“Common Stock”), of Cohen & Company Inc., a Maryland corporation (the “Company,” “us” or “our”) is registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description sets forth certain general terms and provisions of our Common Stock. These descriptions are in all respects subject to and qualified in their entirety by, and should be read in conjunction with, the applicable provisions of our Second Articles of Amendment and Restatement, as further amended and supplemented (our “Articles”), and our By-laws, as amended (our “Bylaws”), each of which is incorporated herein by reference and copies of which are incorporated by reference as exhibits to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, and the applicable provisions of the Maryland General Corporation Law (the “MGCL”).

 

General

 

Our authorized capital stock consists of 150,000,000 shares, consisting of: (i) 100,000,000 shares of Common Stock, par value $0.01 per share; and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”).

 

Pursuant to our Articles, our board of directors by resolution may classify or reclassify any unissued shares of the Common Stock, from time to time, before issuance of such shares, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of such shares.

 

Common Stock

 

Dividend Rights

 

Subject to the preferential dividend rights of our Preferred Stock outstanding at this time, the holders of the shares of the Common Stock are entitled to receive such dividends as may be declared by our board of directors.

 

Voting Rights

 

The holders of the shares of the Common Stock are entitled to vote on all matters at all meetings of the stockholders of the Company and are entitled to one vote for each share of the Common Stock entitled to vote at such meeting, voting together with the holders of our Preferred Stock who are entitled to vote at such meeting.

 

Per our Bylaws, when a quorum is present, any matter before any annual or special meeting of our stockholders will be decided by vote of the holders of a majority of the shares of stock entitled to vote on such matter, except where a larger vote is required by law, our Articles or by the Bylaws. Any election of directors by stockholders will be determined by a plurality of the votes cast, except where a larger vote is required by law, by our Articles or by the Bylaws. No stockholder is entitled to cumulate votes at any election of directors.

 







 

Under the MGCL, a Maryland corporation cannot amend its charter, consolidate, convert, merge, sell all or substantially all of its assets, engage in a statutory share exchange or dissolve unless the action is advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter, unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our Articles do not provide for a lesser percentage vote for our stock holders to approve these matters.

 

Liquidation Rights

 

Subject to the preferential rights of our Preferred Stock, if any, on and the preferential rights of any the capital stock of the Company that has been transferred to a trust for the benefit of a charitable beneficiary, in the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Company, each holder of shares of the Common Stock are entitled to receive, ratably with each other holder of Common Stock and Common Stock that has been transferred to a trust for the benefit of a charitable beneficiary, that portion of the assets of the Company available for distribution to the holders of Common Stock or Common Stock that has been transferred to a trust for the benefit of a charitable beneficiary that bears the same relation to the total amount of such assets of the Company as the number of shares of Common Stock held by such holder bears to the total number of shares of Common Stock then outstanding including Common Stock that has been transferred to a trust for the benefit of a charitable beneficiary then outstanding.

 

No Preemptive or Similar Rights

 

Holders of shares of our Common Stock have no preference, conversion, exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any of our securities.

 

Fully Paid and Non-Assessable

 

All of the outstanding shares of our Common Stock are duly authorized, validly issued, fully paid and non-assessable.

 

Listing

 

Our Common Stock is listed on the NYSE American under the symbol “COHN.”

 

Transfer Agent and Registrar

 

The transfer agent and registrar for the shares of our Common Stock is Computershare Inc.

 







 

Relationship to Preferred Stock

 

Our Articles authorize our board of directors to classify any unissued shares of Preferred Stock and to reclassify any previously classified but unissued shares of any series. Prior to issuance of shares of each series, our board of directors is required by the MGCL and our Articles to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications and terms or conditions of redemption for each such series. Thus, our board of directors could authorize the issuance of shares of Preferred Stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change of control of the Company that might involve a premium price for holders of our Common Stock or otherwise be in their best interest.

 

As of March 5, 2021, of the 50,000,000 authorized shares of Preferred Stock, (i) 10,000 shares were designated as Series C Junior Participating Preferred Stock, none of which were issued or outstanding; (ii) 4,983,557 shares were designated as Series E Voting Non-Convertible Preferred Stock (“Series E Preferred Stock”), all of which were issued and outstanding; (ii) 25,000,000 shares were designated as Series F Voting Non-Convertible Preferred Stock (“Series F Preferred Stock”), of which 22,429,541 shares were issued and outstanding; The Series E Preferred Stock, Series F Preferred Stock have no economic rights (including no dividend or liquidation rights or preferences), but all vote together on matters presented to the Company’s stockholders, with each holder of shares of Series E Preferred Stock, and Series F Preferred Stock being entitled to one vote for every ten shares held.

 

Anti-Takeover Provisions in Our Articles and Bylaws and in the MGCL

 

Provisions of the MGCL and our Articles and Bylaws could discourage a takeover of the Company even if a change of control would be beneficial to the interests of our stockholders. These statutory, Articles and Bylaw provisions include the following:

 

 

●

The MGCL generally requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter to approve a merger, consolidation, or share exchange involving us or the transfer of all or substantially all of its assets;

 

 

●

Our board of directors has the power to classify and reclassify authorized and unissued shares of Common Stock or Preferred Stock and, subject to certain restrictions in the NYSE American Company Guide, authorize the issuance of a class or series of Common Stock or Preferred Stock without stockholder approval;

 

 

●

Our Articles may be amended only if the amendment is declared advisable by our board of directors and approved by the affirmative vote of the holders of our Common Stock entitled to cast at least two-thirds of all of the votes entitled to be cast on the matter;

 

 

●

A director may be removed from office at any time with or without cause by the affirmative vote of the holders of our Common Stock entitled to cast at least two-thirds of the votes of the stock entitled to be cast in the election of directors;

 

 

●

An advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders and nominations of persons for election to our board of directors at an annual or special meeting of its stockholders;

 

 

●

No stockholder is entitled to cumulate votes at any election of directors; and

 

 

●

Our stockholders may take action in lieu of a meeting with respect to any actions that are required or permitted to be taken by its stockholders at any annual or special meeting of stockholders only by unanimous consent.

 

 
EX-19 3 ex_786259.htm EXHIBIT 19 ex_786259.htm

EXHIBIT 19

 

Cohen and Company, LLC and its affiliates (J.V.B. Financial Group, LLC., Cohen and Company Financial Management, LLC., etc.)

Policy and Procedures to Detect and Prevent Insider Trading

 

A.  Preventing insider trading is necessary to comply with securities law and to preserve the reputation and integrity of Cohen and Company, LLC and its subsidiaries (J.V.B. Financial Group, LLC, Cohen and Company Financial Markets LLC., etc.) (“the Firm”). In the daily course of business activity, any Associated Person of the Firm might receive information which may constitute material, non-public information about a company or its securities. It is a violation of securities law (e.g., NASD Rule 3300 Series and FINRA Rules 6000, 7100, 7200, 7300 and 7400 Series; NYSE Arca Rule 6.3.; etc.) to act on material, non-public information in connection with the purchase or sale of any security. As such, Associated Persons are prohibited from disseminating or acting, directly or indirectly, on non-public information which is material. Materiality is a flexible concept, which generally is defined as any information, based on all circumstances, which can reasonably be expected to affect the price of a security.

 

B. Introduction. The Firm forbids each Associated Person from trading, either personally or on behalf of others, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading.” The Firm requires Associated Persons to certify their awareness and understanding of these Insider Trading procedures by signing the Firms’ Annual Certification Form at time of hire and on an annual basis. The Annual Certification Form also addresses various other related Insider Trading issues such as whether the Associated Person makes investment decisions in outside entities. The Firm’s policy applies to every Associated Person and extends to activities within and outside their duties at the Firm. The Chief Compliance Officer or other member of Senior Management will respond to any questions an Associated Person may have regarding the Firm’s policy and procedures with respect to insider trading matters.

 

The personal consequences to Associated Persons for misusing material non-public information can be quite severe. Prison sentences have been meted out to offenders in several celebrated cases. However, criminal convictions have not been limited to investment bankers and lawyers. The list of persons convicted for insider trading also includes account executives, computer/word processors, proofreaders, office managers, accounting clerks and receptionists. Even in the absence of criminal charges, violation of the policies described herein constitutes grounds for immediate dismissal.

 

The federal laws were made even tougher in 1988 and now provide that an individual guilty of misuse of material non-public information is subject to ten (10) years in jail and can be fined up to three (3) times the profits gained (or loss avoided). This includes circumstances where an individual only tips others who trade on inside information, regardless of whether the individual providing the information received any monetary benefit.

 

Corporations or entities who employ persons who misuse material non-public information also face stiff penalties as “Controlling Persons” (as such term is used in the Exchange Act). Controlling Persons may be fined the greater of one million ($1,000,000) dollars or three (3) times the profit gained (or loss avoided). Obviously, this statute gives the Firm an added incentive to prevent, detect and punish any violation of its policy concerning the use of material non-public information.

 

Simply stated, it is against the law to trade in the securities of a company (including options, bonds, etc.) while in possession, whether or not as a result of a tip, of material non-public information about a company which might affect the price of its securities. It is also illegal to “tip” or pass this information on to others if you know or reasonably suspect that those persons shall misuse such information by trading or passing it on further.

 

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an “insider”) or to communications of material non-public information to others.

 

The SEC has consistently taken a very liberal and expansive approach in this area - and therefore, so should you. This is one area where, if you are going to err, you should err on the side which puts you safely on the right side of the law and the Firm’s policies. If you have any doubt at all as to whether certain information should be considered “insider information,” or whether disclosure to some other person or entity is improper, you should raise these questions with the Chief Compliance Officer or other member of Senior Management.

 

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

1.     trading by an insider, while in possession of material non-public information; or trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

2.     communicating material non-public information to others.

 

C. Elements of Insider Trading. The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult with the Chief Compliance Officer or other member of Senior Management.

 

1. Who is an Insider? The concept of “insider” is broad. It includes but is not limited to, officers, directors and Associated Persons of a company, as well as third party vendors who have access to proprietary information through business relationships with the Firm. In addition, a person can be a “temporary insider” if he enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank-lending officers, and other persons associated with such organizations. According to the United States Supreme Court, the company must expect the outsider including third party vendors, to keep the disclosed non‑public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

 

2. What is Material Information? Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information that could be considered material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the United States Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal (the “Journal”) reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

 

 







 

 

3.  Data breaches may also be considered “insider information” for trading purposes prior to dissemination of the breach. Officers, directors, Associated Persons, “temporary insiders” and third party vendors of the Firm are strictly prohibited of trading on the basis of material nonpublic information before public disclosure of the cybersecurity incident. Vendors shall promptly and without unreasonable delay notify the Firm upon learning of any actual or suspected misappropriation or unauthorized access to, or disclosure or use of, the Firm data collected, processed, hosted, or transmitted by Vendor in performance of the Firm agreement. Vendor shall promptly investigate each Data Breach that it becomes aware of or has reason to suspect may have occurred and, in the case of an actual Data Breach, shall reasonably cooperate with the Firm in connection with any independent investigation that the Firm may desire to conduct with respect to such Data Breach. Vendor shall reasonably cooperate with the Firm in identifying any reasonable steps that should be implemented to limit, stop or otherwise remedy any actual or suspected Data Breach.

 

4. What is Non-Public Information? Information is non-public until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Bloomberg, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public. For example, an Associated Person acquires privately issued stock in a publicly traded company with the understanding that the issuer intends in the future to file a registration statement that will permit the public resale of such securities. Such a transaction is often referred to as a Private Investment/Public Equity or “PIPE” transaction. Prior to filing of a registration statement by the issuer, the information relating to such a transaction would not be available to the general public. Thus, if prior to the filing of such a registration statement, an Associated Person would sell the security at issue short in the public markets with the intention of covering the position with securities to be acquired in the to be registered PIPE transaction, such an Associated Person could be violating the rules and regulations that prohibit insider trading.

 

5.  Misuse Constitutes Fraud. The misuse of material, nonpublic or “inside” information constitutes fraud, a term broadly defined under federal securities laws. Engaging in fraud is subject to civil and criminal penalties (including imprisonment), SEC administrative actions, disgorgement of profits, penalties from exchanges, and dismissal by the Firm. There are no circumstances where any person becomes aware of inside information, for whatever purpose, may use that information to trade for personal benefit, for the Firm’s benefit, or for the benefit of another. If any Associated Person believes he or she has received inside information, he or she should immediately advise their supervisor or the Chief Compliance Officer.

 

D. Additional Activities. Some additional points, which you should bear in mind to avoid even unintentional problems with insider trading are as follows:

 

1.     Associated Persons are not permitted to “copycat” or mimic trading of another individual or customer who appears to be prescient about corporate events which occur soon after that account buys or sells. Such copycat trading is a violation of Firm policy and may be a violation of the law;

2.     Associated Persons are not permitted to make recommendations to anyone on the basis of rumors;

3.     if a Supervisor learns that an Associated Person has heard a rumor about a company, he must instruct such Associated Person not to take any action on such rumor or pass it along to others unless the Supervisor and Associated Person have discussed the situation with the Chief Compliance Officer or other member of Senior Management; and

4.     if any individual learns that another individual or a customer of the Firm is misusing material non-public information, he has an obligation to report such conduct to the Chief Compliance Officer.

 

E. Penalties for Insider Trading. Penalties for trading on or communicating material non‑public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

 

1.     civil injunction;

2.     treble damages;

3.     disgorgement of profits;

4.     jail sentences;

5.     fines for the individual who committed the violation of up to three (3) times the profit gained or loss avoided, whether or not the individual actually benefited; and

6.     fines for the employer or other Controlling Person of up to the greater of one million dollars ($1,000,000) or three (3) times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Firm, including dismissal of the individuals involved.

 







 

F.  Procedures to Implement the Firm’s Policy against Insider Trading. The following procedures have been established to aid the Firm in preventing, detecting and imposing sanctions against insider trading:

 

1.         Identifying Inside Information. In the event any Associated Person of the firm or related individual to an Associated Person becomes aware of information which may constitute material, non-public information, the Chief Compliance Officer must be promptly notified. The Chief Compliance Officer will determine whether the information is material and non-public, or if there are still questions as to whether the information is material and non-public, the Chief Compliance Officer should take the following steps:

 

 

a.

treat the information confidentially and report the matter immediately to the other members of Senior Management;
 

b.

 instruct relevant personnel that all such information which is in written form should be locked in files cabinet or desks at all times when not being used;
 

c.

 instruct relevant personnel that if such information is computerized, access to the computer files and computerized information will be restricted;
 

d.

do not permit the Associated Person to purchase or sell the relevant securities on behalf of himself or others, including investment companies or private accounts managed by him or her;
 

e.

do not communicate the information inside or outside the Firm, other than to the other members of Senior Management; and
 

f.

work with the other members of Senior Management to review the issue and decide whether to continue the prohibitions against trading and communication, or if the Associated Person will be allowed to trade and communicate the information.

 

2. Personal Securities Trading. The Chief Compliance Officer or his designee, on a regular basis will review the confirmations and monthly account statements for outside accounts. Please review the section to this Procedures Manual entitled Outside Accounts for further information regarding the Firm’s procedures involving trading in Associated Person’s securities accounts.

 

3. Resolving Issues Concerning Insider Trading. If, after consideration of the items set forth in Subparagraph “1” above, doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer or his designee before trading or communicating the information to anyone.

 

4. Prevention of Insider Trading. To prevent insider trading, the Chief Compliance Officer will:

 

 

a.

provide, on a regular basis, an educational program to familiarize Associated Persons with the Firm’s policy and procedures;
 

b.

answer questions regarding the Firm’s policies and procedures regarding the detection and prevention of insider trading;
 

c.

resolve issues of whether information received by Associated Persons of the Firm is material and non-public;
 

d.

review on a regular basis and update as necessary the Firm’s policies and procedures regarding the detection and prevention of insider trading;

 

e.

when it has been determined that an Associated Person has material non-public information, implement measures to prevent dissemination of such information; and
 

f.

if necessary, restrict Associated Persons from trading the securities.

 

6.  Special Reports to Management. If a Supervisor learns of a potential violation of the Firm’s Policy and Procedures to Detect and Prevent Insider Trading, he must promptly notify the Chief Compliance Officer providing full details.

 

7.  Annual Report by Management. On an annual basis, the Chief Compliance Officer or his designee will prepare a written report setting forth the following:

 

 

1.

a summary of existing policies and procedures to detect and prevent insider trading;
 

2.

full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation;
 

3.

an evaluation of the current policies and procedures and a suggestion any improvements that he believes desirable; and
 

4.

description of the Firm’s continuing educational program regarding insider trading, including the dates of such programs since the last report by management.

 







 

 

G. Information Barriers. Information barriers (also known as “Chinese walls”) are established within broker-dealers to prevent the flow of material, non-public information. The Firm may obtain material, non-public information while engaging in investment banking activities, sales and trading, and research activities. Effective procedures permit the Firm to continue conducting research, trading, and other business activities while another department has knowledge of inside information affecting an issuer of securities. Barriers between trading and research also apply to advance non-public information about a pending research report or recommendation. The Firm has established procedures to isolate departments and/or employees with inside information and permit the conduct of business in other areas.

 

1.     The following department(s) is (are) subject to the Firm’s Information Barrier confidentiality procedures:

 

 

a.

Municipal Finance Department
 

b.

Research Department
 

c.

Sales/Trading Desks
 

d.

Investment Banking

 

Departments that obtain material, non-public information in the normal course of business must maintain the confidentiality of that information. Other departments potentially affected by inside information (Research, Trading, etc.) may continue to conduct normal activities unless they become aware of inside information, in which case they are required to immediately contact the Chief Compliance Officer for guidance regarding future activities involving the subject company or companies.

 

2. Confidentiality Procedures. Department heads are subject to the Firm’s confidentiality procedures and are responsible for implementing and enforcing the Firm’s procedures to protect the confidentiality of actual or potential inside information. Many of these departments’ activities are considered confidential and may only be shared with those outside the department on a need-to-know basis (see Bringing an Employee Over the Wall below). Some procedures for maintaining confidentiality include:

 

 

a.

Maintain all paper files in a locked and secured area.
 

b.

Limit access to computer files to only authorized persons with passwords to control access to the files.
 

c.

Prohibit electronic communications between research and investment banking personnel.
 

d.

Employees of affected departments must refrain from discussing in public areas or with others outside the department (including family members, friends, etc.) any activities that are not publicly known.
 

e.

Use code names or delete names on sensitive drafts that identify projects or banking clients.
 

f.

Physical separation of employees of departments with access to inside information.

 

3. Access to Confidential Information Limited to Certain Employees. Access to actual or potential inside information obtained in the normal course of the Firm’s banking activities is limited to the following employees:

 

 

a.

Employees within the respective banking department who need to know
 

b.

The Chief Compliance Officer
 

c.

The general counsel
 

d.

The Chief Executive Officer
 

e.

Other employees brought “over the wall” in accordance with the procedure outlined in the next section.

 

4. Bringing an Employee “Over the Wall.” There may be occasions where investment-banking employees require information from an employee in research, sales, trading, or other business areas of the Firm. Bringing an employee not employed in the investment banking department into confidential discussions is often termed bringing the employee “over the wall.” Doing so may result in restrictions on research, trading, or other business of the Firm because the employee is now in possession of material, non-public information and cannot continue to conduct his or her normal responsibilities. Because it is important to both maintain the confidentiality of inside information and consider carefully any action that might restrict the Firm’s ability to conduct its business, the Head of Investment Banking & Advisory Services Group is required to contact the Chief Compliance Officer Compliance before bringing another employee over the wall. The Chief Compliance Officer will maintain a written record of the:

 

 

a.

date of the action;
 

b.

name and department of the employee brought over the wall;
 

c.

the name of the companies which are the subject of the investment banking activity that resulted in bringing the employee over the wall; and
 

d.

name of the person requesting access to the employee.

 

The Chief Compliance Officer will also determine whether further restrictions on research, trading, or other Firm activities are appropriate because of the action of bringing an employee over the wall.

 

5. Notification to Compliance. When the Firm is engaged to provide investment-banking services to an issuer, and that engagement may result in obtaining inside information, the Head of Investment Banking & Advisory Services Group for notifying the Chief Compliance Officer of the engagement so that the issuer may be included on the Firm’s Watch or Restricted Lists, if appropriate. This includes notification of any “target” companies that may become part of the investment banking transaction.

 

6.     When the Firm is engaged to provide municipal finance services to a municipal issuer regarding an advanced refunding, the Municipal Securities Principal is responsible for notifying the Chief Compliance Officer so that the issue may be included on the Firm’s Watch List.

 







 

 

H.  Supervisory Reviews.

 

1.    The Chief Compliance Officer or his designee monitors trading activities in issues where the Firm may be in possession of material, non-public information through the use of its Watch and Restricted Lists. See Restricted List and Watch List below.

2.    All transactions in Associated Person accounts shall be reviewed on a regular basis by the Chief Compliance Officer or his designee and such review shall be evidenced in writing by initialing the Associated Person’s trade report or other records as appropriate.

3.    All confirmations of transactions in Associated Person accounts shall be reviewed by the Chief Compliance Officer or his designee as soon as practicable following their receipt. Their review shall be evidenced in writing by initialing such confirmations. 

4.    Any investigation into a security that is placed on the Restricted List or Watch List will be documented in writing by the Chief Compliance Officer or his designee.

5.    The Chief Compliance Officer or his designee will also be responsible for reviewing the Firm’s proprietary trading for any evidence of insider trading violations.

6.    The Firm will maintain security procedures to ensure all documents and information are secured and access is only granted to individuals on a need to know basis.

7.    The CCO or his designee will ensure that employees are aware that ownership information obtained in a fiduciary or agency capacity, in accordance with MSRB Rule G-24, is not used to solicit customer transactions or other business or is not otherwise used to benefit the employee or the Firm.

 

I. Education of Personnel. When there are regulatory updates in this area, a memo shall be prepared and circulated to all Associated Persons by the Chief Compliance Officer as deemed appropriate.

 

1.     Employees receive the Firm’s Insider Trading policy upon hire and certify their receipt and understanding of the same.

2.     Annually, employees complete the Firm’s Annual Certification which includes their acknowledgment of receipt and understanding of the Insider Trading policy.

3.     Employees in sensitive departments (investment banking) sign an attestation on an annual basis.

4.     When procedures are revised, employees will be notified by memorandum.

5.     Insider Trading is a subject periodically included in the Firm’s continuing education and compliance meeting programs.

 

J.  Restricted, Watch, and Research Lists. The CCO or his designee will maintain Restricted, Watch, and Research lists that correspond to any company with securities for which the Firm has acquired material non-public information, or is the subject of a research report. The Firm prohibits any recommendation to customers of securities on the Restricted List. Additionally, the CCO will ensure that the Firm’s employee trade monitoring, review, and approval system (Compliance 11) includes all securities on the Firm’s Restricted, Watch, or Research (for any issuer that is the subject of a research report during the periods identified by FINRA Rule 2711) lists to ensure that employees are not trading, or attempting to trade, in securities on such lists.

 

 

 

 

 
EX-21.1 4 ex_726875.htm EXHIBIT 21.1 ex_726875.htm

Exhibit 21.1

 

SUBSIDIARIES OF COHEN & COMPANY INC.

 



  



  

Name of Subsidiary

Jurisdiction of Incorporation or Organization

Cohen & Compagnie, SAS

France

Cohen & Company Financial Europe Limited S.A.

France

Cohen & Company Financial Management, LLC

Delaware

Cohen & Company Management, LLC

Delaware

Cohen Principal Investing, LLC

Delaware

Dekania Capital Management LLC

Delaware

Dekania Investors, LLC

Delaware

J.V.B. Financial Group, LLC

Delaware

J.V.B. Financial Group Holdings, LP

Delaware

JVB Financial Holdings, L.L.C.

Florida



 

 



 

 
EX-23.1 5 ex_726876.htm EXHIBIT 23.1 ex_726876.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We have issued our report dated March 12, 2025, with respect to the consolidated financial statements included in the Annual Report of Cohen & Company Inc. on Form 10-K for the year ended December 31, 2024. We consent to the incorporation by reference of said report in the Registration Statements of Cohen & Company Inc. on Form S-3 (File 333-275186, effective May 6, 2024) and on Forms S-8 (File 333-265424, effective June 3, 2022); (File 333-256999, effective June 10, 2021); (File 333-248867, effective September 17, 2020); (File 333-215275, effective December 22, 2016); (File 333-195056, effective April 4, 2014); (File 333-174281, effective May 17, 2011); (File 333-166387, effective April 29, 2010); and (File 333-166386, effective April 29, 2010).

 

 

/s/ GRANT THORNTON LLP

 

 

Philadelphia, Pennsylvania

March 12, 2025

 

 
EX-31.1 6 ex_726877.htm EXHIBIT 31.1 ex_726877.htm

Exhibit 31.1

 

CERTIFICATIONS

 

I, Lester R. Brafman, Chief Executive Officer of Cohen & Company Inc., certify that:

 

1.     I have reviewed this Annual Report on Form 10-K of Cohen & Company Inc.;

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

       

Date: March 12, 2025

      

Signed:

  

/s/ LESTER R. BRAFMAN
       

Name:

  

Lester R. Brafman
       

Title:

  

Chief Executive Officer

 

 

 
EX-31.2 7 ex_726878.htm EXHIBIT 31.2 ex_726878.htm

Exhibit 31.2

 

CERTIFICATIONS

 

I, Joseph W. Pooler, Jr., Chief Financial Officer of Cohen & Company Inc., certify that:

 

1.     I have reviewed this Annual Report on Form 10-K of Cohen & Company Inc.;

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

       

Date: March 12, 2025

      

Signed:

  

/s/ JOSEPH W. POOLER, JR.
       

Name:

  

Joseph W. Pooler, Jr.
       

Title:

  

Executive Vice President, Chief

Financial Officer and Treasurer

 

 

 
EX-32.1 8 ex_726879.htm EXHIBIT 32.1 ex_726879.htm

Exhibit 32.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report on Form 10-K of Cohen & Company Inc. (the “Company”) for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lester R. Brafman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

       

Date: March 12, 2025

      

Signed:

  

/s/ LESTER R. BRAFMAN
       

Name:

  

Lester R. Brafman
       

Title:

  

Chief Executive Officer

 

 

 
EX-32.2 9 ex_726880.htm EXHIBIT 32.2 ex_726880.htm

Exhibit 32.2

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report on Form 10-K of Cohen & Company Inc. (the “Company”) for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph W. Pooler, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

       

Date: March 12, 2025

      

Signed:

  

/s/ JOSEPH W. POOLER, JR.
       

Name:

  

Joseph W. Pooler, Jr.
       

Title:

  

Executive Vice President, Chief

Financial Officer and Treasurer

 

 

 

 

 

 

 
EX-97.1 10 ex_726881.htm EXHIBIT 97.1 ex_726881.htm

EXHIBIT 97.1

 

COHEN & COMPANY INC.

 

INCENTIVE COMPENSATION RECOUPMENT POLICY

 

1.         Introduction. The Board of Directors (the “Board”) of Cohen & Company Inc., a Maryland corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy (this “Policy”), which provides for the recoupment of Incentive-Based Compensation in the event the Company is required to prepare a Restatement resulting from noncompliance with financial reporting requirements under applicable federal securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and the corresponding listing standards adopted by The NYSE American Stock Exchange (“NYSE American Requirements”).

 

2.          Recoupment. If the Company is required to prepare a Restatement, the Board shall, unless the Board’s Compensation Committee (the “Compensation Committee”) or, in the absence of the Compensation Committee, a majority of the independent directors serving on the Board, determines it to be Impracticable, take Reasonably Prompt Action to recoup all Recoverable Compensation from any Covered Person. Subject to applicable law, the Board may seek to recoup Recoverable Compensation by requiring a Covered Person to repay such amount to the Company; by adding “holdback” or deferral policies to incentive compensation; by adding post-vesting “holding” or “no transfer” policies to equity awards; by set-off of a Covered Person’s other compensation; by reducing future compensation; or by such other means or combination of means as the Board, in its sole discretion, determines to be appropriate. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture, or off-set against any Covered Person that may be available under applicable law or otherwise (whether implemented prior to or after adoption of this Policy). The Board may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any Restatement to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate.

 

3.          Administration of Policy. The Board shall have full authority to administer, amend, or terminate this Policy and intends that this Policy will be applied to the fullest extent of the law. The Board shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Board shall be final, binding and conclusive. The Board may delegate any of its powers under this Policy to the Compensation Committee of the Board or, subject to the NYSE American Requirements and the provisions of this Policy, any subcommittee or delegate thereof. This Policy and all controversies arising from or relating to this Policy shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to its conflicts of law principles. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the U.S. Securities and Exchange Commission (the “SEC”) and any applicable NYSE American Requirement. For the avoidance of doubt, the enforcement of this Policy is not dependent on if or when any applicable restated financial statements are filed with the SEC.

 

4.          Acknowledgement by Executive Officers. The Board shall provide notice to and seek written acknowledgement of, and agreement to be bound by, this Policy from each Executive Officer in the form of Appendix A (“Acknowledgement”); provided that the failure to provide such notice or obtain such Acknowledgement shall have no impact on the applicability or enforceability of this Policy.

 

5.          No Indemnification. Notwithstanding the terms of any of the Company’s organizational documents, any corporate policy or any contract, no Covered Person shall be indemnified by the Company against the loss of any Recoverable Compensation. Further, the Company shall not enter into any agreement that exempts any Incentive-Based Compensation that is granted, paid or awarded to a Covered Person from the application of this Policy or that waives the Company’s right to recovery of any Recoverable Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).

 

6.          Disclosures. The Company shall make all disclosures and filings with respect to this Policy and maintain all documents and records that are required by the applicable rules and forms of the SEC (including, without limitation, Rule 10D-1 promulgated under the Exchange Act) and any NYSE American Requirement.

 

7.          Effective Date. This Policy shall be effective as of October 2, 2023 (the “Effective Date”) and shall apply to Incentive-Based Compensation that is Received on or after the Effective Date.

 

8.          Amendment. The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect any amendments or other changes to Section 10D of the Exchange Act or any NYSE American Requirement.

 

9.          Definitions. In addition to terms otherwise defined in this Policy, the following terms, when used in this Policy, shall have the following meanings:

 

“Applicable Period” means the three completed fiscal years, including any Transition Period, immediately preceding the earlier of: (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take an action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, and (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement.

 

“Covered Person” means any person who receives Recoverable Compensation.

 

“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s parent company or subsidiaries) who performs similar policy-making functions for the Company.

 

“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Stock price and total shareholder return (“TSR”) are also considered Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC.

 

“Impracticable” means, after exercising a normal due process review of all the relevant facts and circumstances and taking all steps required by Exchange Act Rule 10D-1 and any applicable NYSE American Requirement, the Compensation Committee or, in the absence of the Compensation Committee, a majority of the independent directors serving on the Board, determines that recovery of the Incentive-Based Compensation is impracticable because: (i) it has determined, after making a reasonable attempt to recover such Incentive-Based Compensation, documented such reasonable attempt to recover and provided that documentation to The NYSE American Stock Exchange, that the direct expense that the Company would pay to a third party to assist in recovering the Incentive-Based Compensation would exceed the amount to be recovered; (ii) it has concluded that the recovery of the Incentive-Based Compensation would violate home country law adopted prior to November 28, 2022 and has received a legal opinion from home country counsel stating that the recovery would result in such a violation; or (iii) it has determined that the recovery of Incentive-Based Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to the Company’s employees, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

 

“Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

 

“Reasonably Prompt Action” means that each of the Company, its directors and its officers act in a manner that is consistent with the exercise of their applicable fiduciary duties to safeguard the assets of the Company, including the time value of any potential Recoverable Compensation.

 

“Received” means Incentive-Based Compensation received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.

 

“Recoverable Compensation” means all Incentive-Based Compensation (calculated on a pre-tax basis) Received on or after the Effective Date by a person: (i) after beginning service as an Executive Officer; (ii) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation (whether or not such Executive Officer is serving at the time the Recoverable Compensation is required to be repaid to the Company); (iii) while the Company had a class of securities listed on a national securities exchange or national securities association; and (iv) during the Applicable Period and that exceeded the amount of Incentive-Based Compensation that otherwise would have been Received had the amount been determined based on the Financial Reporting Measures, as reflected in the Restatement. With respect to Incentive-Based Compensation based on stock price or TSR, when the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received (and the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE American Stock Exchange).

 

“Restatement” means an accounting restatement of any of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

 

“Transition Period” means any transition period in the Company’s financial statements that is the result of a change in the Company’s fiscal year within or immediately following the relevant three completed fiscal year period; provided, however, a transition period between the last day of the Company’s previous fiscal year and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months shall be deemed to be a completed fiscal year for purposes of this Policy.

 







 

Adopted by the Board on October 26, 2023.

Appendix A

 

COHEN & COMPANY INC.

 

AGREEMENT AND ACKNOWLEDGEMENT OF POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

 

By my signature below, I, as an Executive Officer of Cohen & Company Inc., a Maryland corporation (the “Company”), acknowledge and agree that:

 

 

1.

I have received and read the attached Incentive Compensation Recoupment Policy (the “Policy”);

 

 

2.

I am a Covered Person as defined in the Policy; and

 

 

3.

I will be bound by all of the terms and conditions of the Policy, Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC, and any applicable NYSE American Requirements, both during and after my employment with the Company, including, without limitation, by promptly repaying or returning any Recoverable Compensation to the Company as determined in accordance with the Policy and this Acknowledgement.

 

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Policy.

 

 

Signature:_____________________________         

 

 

Printed Name:__________________________         

 

 

Date:__________________________________