Cohen & Co Inc.
For the period ended Mar 31, 2025. Filed May 2, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 2, 2025
COHN$10.19+1.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-04.
0001437749-24-033077
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-02.
0001437749-25-014235
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 253 previous paragraphs and 178 current paragraphs.
109 unchanged; 44 reworded; 24 added; 65 removed; 35 previous and 1 current paragraphs rearranged.
Tables are not compared: 46 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
Our CCM business is also heavily concentrated in the SPAC Market with most of its clients being SPACs or former SPACs. In addition to earning new issue and advisory revenue in these engagements, we sometimes receive financial instruments as part of our compensation and this increases our investment in SPACs and former SPACs.
Current report
Sale of our interest in Vellar GP
Current report
On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement (the “Vellar Purchase Agreement”) with Jason Capone and Solomon Cohen, who is the son of our executive chairman, Daniel G. Cohen; and (ii) a Transition Services Agreement (the “Vellar Transition Services Agreement” and, together with the Vellar Purchase Agreement, the “Vellar Agreements”) with Vellar GP.
Current report
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 (i) pay to the Operating LLC certain defined net revenue share amounts up to an aggregate of $4,234; and (ii) decrease the amount that 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.
Current report
Sale of Management Contracts
Current report
On March 13, 2025, we entered into a Master Transaction Agreement (the “MTA”) with an affiliate of Hildene Capital Management, LLC (“Hildene”), an SEC-registered investment adviser based in Stamford, Connecticut. Hildene has been investing in CDOs backed by trust preferred securities ("TruPS") since the 2007-08 financial crisis, and has extensive experience with monitoring banks and insurance companies.
Current report
Pursuant to the MTA, we have agreed to sell, assign, transfer, and convey to Hildene all of our rights and obligations in and under the Collateral Management Agreements and Collateral Administration Agreements (each a “CDO Agreement” and together, the “CDO Agreements”) for (i) Alesco Preferred Funding III, Ltd., (ii) Alesco Preferred Funding IV, Ltd., (iii) Alesco Preferred Funding V, Ltd., (iv) Alesco Preferred Funding VI, Ltd., and (v) Alesco Preferred Funding VIII, Ltd. (each an “Issuer,” and, collectively, the “Issuers”) and all books and records with respect to each Issuer (collectively with the CDO Agreements, the “Assigned Assets”).
Current report
The MTA contemplates multiple closings following the date of the MTA (each a “Closing”), with each Closing to occur following the satisfaction of the conditions to Closing for the assignment of each CDO Agreement pursuant to the MTA (each CDO Agreement assigned at any Closing, an “Assigned CDO Agreement” and collectively, the “Assigned CDO Agreements”).
Current report
Pursuant to the MTA, Hildene has agreed to assume our obligations under the Assigned CDO Agreements to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing of such Assigned CDO Agreement (collectively, the “Assumed Liabilities”). We agreed to retain our liabilities, obligations, and commitments arising under the Assigned CDO Agreements with respect to any period prior to the Closing of such Assigned CDO Agreement (the “Retained Liabilities”).
Current report
Pursuant to the MTA, the aggregate base purchase price for the Assigned Assets is $3,500 (the “Aggregate Base Purchase Price”). The Aggregate Base Purchase Price has been allocated among the Assigned Assets by CDO Agreement. Pursuant to the MTA, if we receive any management fees pursuant to a CDO Agreement during the period from March 1, 2025 through the date of the Closing relating to such CDO Agreement, then the Aggregate Base Purchase Price and allocated purchase price relating to such CDO Agreement will each be reduced, dollar for dollar, by the amount of such management fees so received by us. Through March 31, 2025, we have recognized $352 in asset management revenue that will ultimately reduce the $3,500 purchase price if all consents are obtained and all closings are effectuated.
Current report
COHEN & COMPANY INC.
Current report
Revenues increased by $10,176, or 55%, to $28,740 for the three months ended March 31, 2025, as compared to $18,564 for the three months ended March 31, 2024. Each line item is discussed below in more detail.
Current report
New issue and advisory revenue increased by $8,851 to $33,239 for the three months ended March 31, 2025, as compared to $24,388 for the three months ended March 31, 2024. All of the new issue and advisory revenue recognized in both periods resulted from CCM's activities.
Current report
In the table above, our principal transactions are broken out into two groups:
Current report
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 21 to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
Current report
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.
Current report
Operating expenses increased by $6,694, or 31%, to $28,633 for the three months ended March 31, 2025, as compared to $21,939 for the three months ended March 31, 2024. Each line item is discussed in more detail below.
Current report
Interest Expense, net
Current report
INTEREST EXPENSE
Current report
Three Months Ended March 31, 2025
Current report
Three Months Ended March 31, 2024
Current report
The cash used in financing activities of $ 999 was comprised of (a) $185 in cash used to net settle equity awards; (b) $245 in cash used to pay dividends; and (c) $569 in convertible non-controlling interest distributions.
Current report
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, 2026 and interim reporting periods beginning after December 15, 2027, which was clarified in ASU 2025-01. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.
Current report
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.
Removed paragraphs (65)
Previous report
Consolidation of the SPAC Fund
Previous report
Prior to March 31, 2023, Vellar GP had an investment in the SPAC Fund, the potential to earn incentive fees, and did not consolidate the SPAC Fund. We own an interest in and consolidate Vellar GP. Effective April 1, 2023, all of the investors in the SPAC Fund, other than Vellar GP, redeemed all of their interests in the SPAC Fund. Therefore, effective April 1, 2023, Vellar GP became the sole owner of the SPAC Fund and began consolidating it. Because we consolidate Vellar GP, we began consolidating the SPAC Fund effective April 1, 2023 as well. The following table represents the assets and liabilities of the SPAC Fund upon consolidation by us:
Previous report
Consolidated Results of Operations
Previous report
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.
Previous report
NineMonths Ended September 30, 2024 Compared to theNine*** Months Ended September 30, 2023***
Previous report
Revenues increased by $12,540, or 26%, to $61,057 for the nine months ended September 30, 2024, as compared to $48,517 for the nine months ended September 30, 2023. Each line item is discussed below in more detail.
Previous report
Net trading revenue increased by $4,345, or 19%, to $27,462 for the nine months ended September 30, 2024, as compared to $23,117 for the nine months ended September 30, 2023. The following table shows the detail by trading group.
Previous report
New issue and advisory revenue increased by $43,805, or 459%, to $53,347 for the nine months ended September 30, 2024, as compared to $9,542 for the nine months ended September 30, 2023. The following table summarizes new issue and advisory revenue by business line.
Previous report
Principal transactions and other income (loss) decreased by $37,134 to ($26,694) for the nine months ended September 30, 2024, as compared to $10,440 for the nine months ended September 30, 2023. The following table summarizes principal transactions and other income by category.
Previous report
In connection with the investments discussed below, see note 8 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for information regarding how we determine the value of such investments. For several of the investments described below, we also had an investment in the same company that was accounted for under the equity method during the periods presented. See discussion of equity method income / (loss) below.
Previous report
The bridge loan exit fee represents amounts earned upon repayment of a bridge loan made to an early stage growth company.
Previous report
Stoa USA Inc. / FlipOS was a private company in which we owned common equity. During the nine months ended September 30, 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.
Previous report
Operating expenses increased by $10,472, or 20%, to $63,577 for the nine months ended September 30, 2024, as compared to $53,105 for the nine months ended September 30, 2023. Each line item is discussed below in more detail.
Previous report
Compensation and benefits increased by $7,696, or 22%, to $43,453 for the nine months ended September 30, 2024, as compared to $35,757 for the nine months ended September 30, 2023.
Previous report
Business development, occupancy, and equipment increased by $712, or 18%, to $4,599 for thenine months ended September 30, 2024, as compared to $3,887 for thenine months ended September 30, 2023. This increase was comprised of an increase in occupancy and equipment of $287, and an increase in business development of $425.
Previous report
Subscriptions, clearing, and execution increased by $117, or 2%, to $6,994 for thenine months ended September 30, 2024, as compared to $6,877 for thenine months ended September 30, 2023. The increase was due to an increase in subscriptions and dues of $412, partially offset by a decrease in clearing and execution of $295.
Previous report
Professional fee and other operating expenses increased by $1,987, or 32%, to $8,138 for thenine months ended September 30, 2024, as compared to $6,151 for thenine months ended September 30, 2023. This increase was comprised of an increase in professional fees of $1,429 and an increase in other operating expense of $558.
Previous report
Depreciation and amortization decreased by $40, or 9%, to $393 for the nine months ended September 30, 2024, as compared to $433 for the nine months ended September 30, 2023.
Previous report
Interest expense, net decreased by $560 to $4,347 for the nine months ended September 30, 2024, as compared to $4,907 for the nine months ended September 30, 2023.
Previous report
See notes 15 and 16 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous report
Income / (loss) from equity method affiliates increased by $23,974 to $22,366 for the nine months ended September 30, 2024, as compared to ($1,608) for the nine months ended September 30, 2023. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous report
SPAC sponsor entities and other includes both indirect and direct investments in SPAC sponsor entities. We account for our investments in SPAC sponsor entities under the equity method of accounting. SPAC sponsor entities and other represent investments in SPAC sponsor entities that have not yet completed a business combination or have completed a business combination and have not yet distributed allocated shares to us.
Previous report
Income tax expense / (benefit) decreased by $4,944 to $435 for the nine months ended September 30, 2024, as compared to $5,379 for the nine months ended September 30, 2023.
Previous report
The large deferred income tax expense recorded in 2023 was mainly the result of an increase in the valuation allowance related to our NOL and NCL tax assets. According to ASC 740*Income Taxes,*we should record an offsetting valuation allowance against these deferred tax assets in an amount such that the net asset recognized represents amounts that we believe are more likely than not to be realized. In making this determination, we must estimate the future amounts of taxable income it will generate in each taxing jurisdiction. We then must consider the remaining statutory time period available for each carryforward asset, as well as other statutory limitations on usage such as annual limits and income type limits (capital vs. ordinary). Due to significant losses incurred in 2023 and prior as well as overall market conditions we face generally, we revised downward in the quarter ended June 30, 2023 the amount of carryforward assets we believed will be realizable in the future above a more likely than not standard. We did not record a similar adjustment in 2024.
Previous report
For the Nine Months Ended September 30, 2024
Previous report
For the Nine Months Ended September 30, 2023
Previous report
CONSOLIDATED STATEMENTS OF OPERATIONS
Previous report
Revenues
Previous report
Revenues increased by $14,574, or 85%, to $31,695 for the three months ended September 30, 2024, as compared to $17,121 for the three months ended September 30, 2023. Each line item is discussed below in more detail.
Previous report
Asset Management
Previous report
ASSET MANAGEMENT
Previous report
New Issue and Advisory
Previous report
New issue and advisory revenue increased by $15,212 to $22,459 for the three months ended September 30, 2024, as compared to $7,247 for the three months ended September 30, 2023. The following table summarizes new issue and advisory revenue by business line.
Previous report
PRINCIPAL TRANSACTIONS & OTHER INCOME
Previous report
Principal Transactions
Previous report
In connection with the investments discussed below, see note 8 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for information regarding how we determine the value of such investments. For several of the investments described below, we also had an investment in the same company that was accounted for under the equity method during the periods presented. See discussion of equity method income / (loss) below.
Previous report
Interests in Public Companies
Previous report
Other Principal Investments
Previous report
The bridge loan exit fee represents amounts earned upon repayment of a bridge loan made to an early stage growth company.
Previous report
Stoa USA Inc. / FlipOS was a private company in which we owned common equity. During the three months ended September 30, 2023, Stoa USA Inc. / FlipOS announced it had ceased operations and declared bankruptcy. We wrote of our investment in 2023. We have no remaining investment in Stoa USA Inc. / FlipOS.
Showing the first 40 of 65 passages. Open the source sections for the rest.
Reworded paragraphs (44)
Previous wording
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, which focuses on M&A, underwriting, capital markets and SPAC advisory. Currently, our primary source of new issue and advisory revenue is from investment banking and advisory services through CCM, as well as from originating assets for our U.S. and European insurance asset management business and CREO JV.
Current wording
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 from originating assets for our U.S. and European insurance asset management business including our U.S. Insurance JV and for our a CREO JV.
Previous wording
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 September 30, 2024, 41% 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.
Current wording
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 March 31, 2025, 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. See recent events below for discussion of our recent sale of CDO asset management contracts.
Previous wording
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, SFA transactions, or related party sponsored SPAC business combinations. In addition, in recent quarters, we have received significant portions of new issue and advisory revenue in the form of financial instruments rather than cash. Typically, these financial instruments are carried at fair value and included as a component of our Principal Investing segment. Performance of the resulting principal investments can be materially impacted by overall performance of the equity markets. See notes 7 and 9 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Current wording
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 notes 7 and 8 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
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 Vellar GP, redeemed all of their interests in the SPAC Fund. See recent events below for discussion of our consolidation of the SPAC Fund.
Current wording
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 Vellar GP, redeemed all of their interests in the SPAC Fund.
Previous wording
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 consists 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.
Current wording
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 issued a separate series of interest for each investment portfolio, which typically consisted 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 volume of SPAC activity declines, our results of operations will likely be significantly negatively impacted.
Previous wording
Equity prices of SPACs and post business combination SPACs declined significantly during 2023 and the first nine months of 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 a result, we recorded significant principal transaction losses and equity method losses during 2023 and the first nine months of 2024 in certain SPAC related investments. Continued declines in the equity prices of these companies will result in further losses for us.
Current wording
Equity prices of SPACs and post business combination SPACs declined significantly during 2024 and have remained volatile since. 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 a result, we recorded significant principal transaction losses and equity method losses during 2024 and the first three months of 2025 in certain SPAC related investments. Continued declines in the equity prices of these companies will result in further losses for us.
Previous wording
Effective September 1, 2024, we entered into the Redemption Agreement, which redeemed the JKD Investment Agreement in its entirety. Effective September 1, 2024, the investment balance of 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 15 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information relating to the Redemption Agreement and 2024 Note.
Current wording
Effective September 1, 2024, we entered into the Redemption Agreement, which redeemed the JKD Investment Agreement in its entirety. As of September 1, 2024, the investment balance of 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, 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 15 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information relating to the Redemption Agreement and 2024 Note.
Previous wording
Principal Transactions and Other Income (Loss)
Current wording
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 recorded a loss on sale of $836, which is included as component of principal transactions and other income in our consolidated statement of operations.
Previous wording
Net trading revenue increased by $1,325, or 18%, to $8,816 for the three months ended September 30, 2024, as compared to $7,491 for the three months ended September 30, 2023. The following table shows the detail by trading group.
Current wording
Net trading revenue decreased by $637, or 6%, to $9,211 for the three months ended March 31, 2025, as compared to $9,848 for the three months ended March 31, 2024. The following table shows the detail by trading group.
Previous wording
Our net trading revenue includes unrealized gains on our trading investments as of the applicable measurement date that may never be realized due to changes in market or other conditions not under 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 volatility and uncertainty in the capital markets, the net trading revenue recognized 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 7, 8, and 9 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. 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 gestation repo business to be subject to significant concentration risk. See note 10 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Current wording
Our net trading revenue includes unrealized gains on our trading investments as of the applicable measurement date that may never be realized due to changes in market or other conditions not under 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 volatility and uncertainty in the capital markets, the net trading revenue recognized 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 7, 8, and 9 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. 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 gestation repo business to be subject to significant concentration risk. See note 10 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. All net trading revenue is included in our Capital Markets segment. See note 21 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
Asset management fees increased by $359, or 20%, to $2,147 for the three months ended September 30, 2024, as compared to $1,788 for the three months ended September 30, 2023, as discussed in more detail below. The following table provides a more detailed comparison of the two periods:
Current wording
Asset management fees decreased by $697, or 26%, to $2,020 for the three months ended March 31, 2025, as compared to $2,717 for the three months ended March 31, 2024, as discussed in more detail below. The following table provides a more detailed comparison of the two periods:
Previous wording
Asset management fees from CDOs remained relatively flat. Asset management fees from other increased primarily due to the recognition in 2024 of deferred performance fees related to a certain PriDe Fund and due to the portfolio servicing fee on the notional amount of loans owned by the CREO JV.
Current wording
Asset management fees from CDOs remained relatively flat. Asset management fees from other decreased primarily due to the recognition in 2024 of deferred performance fees related to a certain PriDe Fund.
Previous wording
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, and will generally be recognized in the same period that the related revenue is recognized.
Current wording
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 21 to our consolidated financial statements included in Item 1 of our Quarterly Report on Form 10-Q.
Previous wording
CCM, a division of JVB, is our full-service boutique investment bank, which focuses on M&A, underwriting, 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.
Current wording
CCM, a division of JVB, is our full-service boutique investment bank, which focuses on M&A, underwriting, capital markets and SPAC advisory services. In addition, we sometimes generate new issue revenue by originating new assets for the U.S. Insurance JV, CREO JV, and our PriDe Funds in Europe.
Previous wording
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 the consolidated statement of operations. Further, it should be noted that 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 but the companies do not have significant trading volume. Therefore, it may take us a significant period of time to liquidate these investments. We may suffer significant principal transactions loss prior to final liquidation of these financial instruments, which will impact the results of our Principal Investing segment.
Current wording
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 the consolidated statement of operations. Further, it should be noted that 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 but the companies do not have significant trading volume. Therefore, it may take us a significant period of time to liquidate these investments. We may suffer significant principal transactions loss prior to final liquidation of these financial instruments, which will impact the results of our Capital Markets segment.
Previous wording
Principal transactions and other income (loss) decreased by $2,322 to ($1,727) for the three months ended September 30, 2024, as compared to $595 for the three months ended September 30, 2023. The following table summarizes principal transactions and other income by category:
Current wording
Principal transactions and other income (loss) increased by $2,659 to ($15,730) for the three months ended March 31, 2025, as compared to ($18,389) for the three months ended March 31, 2024. The following table summarizes principal transactions and other income by category.
Previous wording
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 ticker 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.
Current wording
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.
Previous wording
We have engaged in several SFAs. 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 period. 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 9 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for more information regarding our SFAs.
Current wording
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. Most our SFA transactions were undertaken in Vellar GP. We sold our interest in Vellar GP during the three months ended March 31, 2025.
Previous wording
Other income / (loss) 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 $8,133 in connection with this revenue share arrangement.
Current wording
Other income / (loss) 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 $8,644 in connection with this revenue share arrangement.
Previous wording
Compensation and benefits increased by $2,696, or 18%, to $17,915 for the three months ended September 30, 2024, as compared to $15,219 for the three months ended September 30, 2023.
Current wording
Compensation and benefits increased by $6,827, or 46%, to $21,666 for the three months ended March 31, 2025, as compared to $14,839 for the three months ended March 31, 2024.
Previous wording
Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. The change was primarily the result of changes in incentive compensation. Our total headcount decreased from 114 at September 30, 2023 to 113 at September 30, 2024. Equity-based compensation remained relatively unchanged.
Current wording
Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. The increase was primarily the result of increased incentive compensation. Our total headcount was 117 at March 31, 2025 and 116 at March 31, 2024. Equity-based compensation remained relatively unchanged.
Previous wording
Business development, occupancy, and equipment increased by$299, or 24%, to$1,567 for the three months ended September 30, 2024, as compared to$1,268 for the three months ended September 30, 2023. This increase was comprised of an increase in occupancy and equipment of $148, and an increase in business development of $151.
Current wording
Business development, occupancy, and equipment increased by$388, or 27%, to$1,829 for the three months ended March 31, 2025, as compared to$1,441 for the three months ended March 31, 2024. This increase was comprised of an increase in occupancy and equipment of $14, and an increase in business development of $374.
Previous wording
Subscriptions, clearing, and execution increased by$282, or 12%, to$2,691 for the three months ended September 30, 2024, as compared to$2,409 for the three months ended September 30, 2023. The increase was comprised of an increase in subscriptions and dues of $330, partially offset by a decrease in clearing and execution of $48.
Current wording
Subscriptions, clearing, and execution increased by$88, or 4%, to$2,174 for the three months ended March 31, 2025, as compared to$2,086 for the three months ended March 31, 2024. The increase was comprised of an increase in subscriptions and dues of $262, partially offset by a decrease in clearing and execution of $174.
Previous wording
Professional fees and other operating expenses decreased by$33, or 2%, to$2,156 for the three months ended September 30, 2024, as compared to$2,189 for the three months ended September 30, 2023. This decrease was comprised of a decrease in professional fees of $7 and a decrease in other operating expense of $26.
Current wording
Professional fees and other operating expenses decreased by$657, or 19%, to$2,792 for the three months ended March 31, 2025, as compared to$3,449 for the three months ended March 31, 2024. This decrease was comprised of a decrease in professional fees of $701, partially offset by an increase in other operating expense of $44.
Previous wording
Depreciation and amortization increased by $4, or 3%, to $144 for the three months ended September 30, 2024, as compared to $140 for the three months ended September 30, 2023.
Current wording
Depreciation and amortization increased by $48, or 39%, to $172 for the three months ended March 31, 2025, as compared to $124 for the three months ended March 31, 2024.
Previous wording
Interest expense, net decreased by $429 to $1,256 for the three months ended September 30, 2024, as compared to $1,685 for the three months ended September 30, 2023.
Current wording
Interest expense, net decreased by $218 to $1,448 for the three months ended March 31, 2025, as compared to $1,666 for the three months ended March 31, 2024.
Previous wording
Income / (loss) from equity method affiliates increased by $19 to ($683) for the three months ended September 30, 2024, as compared to ($702) for the three months ended September 30, 2023. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Current wording
Income / (loss) from equity method affiliates decreased by $26,627 to $2,418 for the three months ended March 31, 2025, as compared to $29,045 for the three months ended March 31, 2024. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
If a SPAC sponsor entity distributes SPAC shares to us, we account for those SPAC shares as a component of other investments, at fair value. For several of the equity method 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. Changes in fair value of those investments are included as a component of principal transactions and other income. The following table shows the equity method income / (loss) included in SPAC sponsor entities and other above broken out by the ultimate public company investee. See discussion of principal transactions above. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Current wording
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.
Previous wording
Income tax expense / (benefit) decreased by $897 to $142 for the three months ended September 30, 2024, as compared to ($755) for the three months ended September 30, 2023.
Current wording
Income tax expense / (benefit) decreased by $359 to $139 for the three months ended March 31, 2025, as compared to $498 for the three months ended March 31, 2024.
Previous wording
Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the three months ended September 30, 2024, Cohen & Company Inc. owned 28.4% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in our consolidated financial statements. The remaining 71.6% of income/(loss) generated by the Operating LLC was allocated to the non-controlling members of the Operating LLC and is subject to taxation on such members' individual tax returns.
Current wording
Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the three months ended March 31, 2025, Cohen & Company Inc. owned 29.6% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in our consolidated financial statements. The remaining 70.4% of income/(loss) generated by the Operating LLC was allocated to the non-controlling members of the Operating LLC and is subject to taxation on such members' individual tax returns.
Previous wording
Other SPAC Sponsor Investor represents an entity that we consolidate, but do not wholly own, that invests in other SPAC sponsor entities. Vellar GP is consolidated by us, but we do not wholly own this entity.
Current wording
Other SPAC Sponsor Investor represents an entity that we consolidate, but do not wholly own, that invests in other SPAC sponsor entities. We sold our interest in Vellar GP during the three months ended March 31, 2025.
Previous wording
During the nine months ended September 30, 2024 and 2023, we had no other financing transactions in excess of $1,000. This excludes non-cash transactions. See note 23 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Current wording
Excluding dividends paid on Common Stock, the pro rata distributions made to the convertible non-controlling interest, and non-cash items, we had no other financing transactions in excess of $1,000 during the three months ended March 31, 2025 and 2024. See note 22 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
As of September 30, 2024 and December 31, 2023, we maintained cash and cash equivalents of $ 14,290 and $ 10,650, respectively. We generated cash from or used cash for the activities described below.
Current wording
As of March 31, 2025 and December 31, 2024, we maintained cash and cash equivalents of $ 13,985 and $ 19,590, respectively. We generated cash from or used cash for the activities described below.
Previous wording
As of September 30, 2023, our cash and cash equivalents were $ 13,350, representing a decrease of $ 15,751 from December 31, 2022. The decrease was attributable to cash used in operating activities of $ 36,177, cash provided by investing activities of $ 28,549, cash used in financing activities of $ 8,080, and a decrease in cash caused by the change in exchange rates of $ 43.
Current wording
As of March 31, 2025, our cash and cash equivalents were $ 13,985, representing a decrease of $ 5,605 from December 31, 2024. The decrease was attributable to cash used in operating activities of $ 6,372, cash provided by investing activities of $ 4,189, cash used in financing activities of $ 3,631, and an increase in cash caused by the change in exchange rates of $ 209.
Previous wording
The cash used in operating activities of $ 36,177 was comprised of (a) net cash outflows of $ 82,768 related to working capital fluctuations; (b) net cash inflows of $ 61,904 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, receivables under resale agreements, securities sold under agreements to repurchase, 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 $ 15,313 (which represents net income or loss adjusted for the following non-cash operating items: other income / (expense), non cash revenue, realized and unrealized gains and losses and accretion of income on other investments, income/(loss) from equity method affiliates, equity based compensation, depreciation and amortization, deferred taxes, and amortization of discount on debt).
Current wording
The cash used in operating activities of $ 6,372 was comprised of (a) net cash outflows of $ 4,794 related to working capital fluctuations; (b) net cash inflows of $ 789 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, receivables under resale agreements, securities sold under agreements to repurchase, 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 $ 2,367 (which represents net income or loss adjusted for the following non-cash operating items: other income / (expense), non-cash revenue, realized and unrealized gains and losses and accretion of income on other investments, income/(loss) from equity method affiliates, equity based compensation, depreciation and amortization, deferred taxes, and amortization of discount on debt).
Previous wording
The cash provided by investing activities of $ 10,790 was comprised of (a) $63,988 of sales and returns of principal from other investments, at fair value; (b) $214 of sales and returns of principal from other investments sold, not yet purchased, at fair value; and (c) $978 of distributions received from equity method affiliates; partially offset by (d) $52,000 in cash used to purchase other investments, at fair value; (e) $1,408 in cash used to purchase other investments sold, not yet purchased, at fair value; (f) $193 in cash used as investments in equity method affiliates; and (g) $789 in cash used to purchase furniture, equipment, and leasehold improvements.
Current wording
The cash provided by investing activities of $ 4,189 was comprised of (a) $14,657 of sales and returns of principal from other investments, at fair value; (b) $1,308 of distributions received from equity method affiliates; partially offset by (c) $11,186 in cash used to purchase other investments, at fair value; (d) $433 in reduction in cash from the disposal of our interest in Vellar GP; and (e) $157 in cash used to purchase furniture, equipment, and leasehold improvements.
Previous wording
The cash used in financing activities of $ 8,080 was comprised of (a) $175 in cash used to net settle equity awards; (b) $1,369 in cash used to pay dividends; (c) $3,341 in convertible non-controlling interest distributions; (d) $2,400 in non-convertible non-controlling interests distributions; (e) $834 of redemptions of convertible non-controlling interests; partially offset by (f) $39 in investments received from non-controlling interests. We also drew and repaid $15,000 on the Byline Credit Facility.
Current wording
The cash used in financing activities of $ 3,631 was comprised of (a) $340 in cash used to net settle equity awards; (b) $383 in dividends paid on Common Stock; (c) $1,110 in convertible non-controlling interest distributions; (d) $954 in redemption of convertible non-controlling interest units; and (e) $844 of non-convertible non-controlling interest distributions.
Previous wording
As of September 30, 2024, our cash and cash equivalents were $ 14,290, representing an increase of $ 3,640 from December 31, 2023. The increase was attributable to cash provided by operating activities of $ 5,042, cash provided by investing activities of $ 10,790, cash used in financing activities of $ 12,240, and an increase in cash caused by the change in exchange rates of $ 48.
Current wording
As of March 31, 2024, our cash and cash equivalents were $ 11,829, representing an increase of $ 1,179 from December 31, 2023. The increase was attributable to cash provided by operating activities of $ 5,137, cash used in investing activities of $ 2,856, cash used in financing activities of $ 999, and a decrease in cash caused by the change in exchange rates of $ 103.
Previous wording
The cash provided by operating activities of $ 5,042 was comprised of (a) net cash outflows of $ 2,882 related to working capital fluctuations; (b) net cash inflows of $ 2,246 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, receivables under resale agreements, securities sold under agreements to repurchase, 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 inflows from other earnings items of $ 5,678 (which represents net income or loss adjusted for the following non-cash operating items: other income / (expense), non-cash revenue, realized and unrealized gains and losses and accretion of income on other investments, income/(loss) from equity method affiliates, equity based compensation, depreciation and amortization, deferred taxes, and amortization of discount on debt).
Current wording
The cash provided by operating activities of $ 5,137 was comprised of (a) net cash outflows of $ 5,362 related to working capital fluctuations; (b) net cash inflows of $ 3,923 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, receivables under resale agreements, securities sold under agreements to repurchase, 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 inflows from other earnings items of $ 6,576 (which represents net income or loss adjusted for the following non-cash operating items: other income / (expense), non-cash revenue, realized and unrealized gains and losses and accretion of income on other investments, income/(loss) from equity method affiliates, equity based compensation, depreciation and amortization, deferred taxes, and amortization of discount on debt).
Previous wording
The cash provided by investing activities of $ 28,549 was comprised of (a) $35,955 of sales of other investments sold, not yet purchased, at fair value; (b) $51,412 of sales of other investments, at fair value; (c) $5 in distributions received from equity method affiliates; partially offset by (d) $55,605 of cash used to purchase other investments, at fair value; (e) $1,112 of cash used to purchase other investments sold, not yet purchased, at fair value; (f) $1,806 of cash used to invest in equity method affiliates; and (g) $300 in cash used to purchase furniture, equipment, and leasehold improvements.
Current wording
The cash used in investing activities of $ 2,856 was comprised of (a) $214 of sales of other investments sold, not yet purchased, at fair value; (b) $22,383 of sales of other investments, at fair value; (c) $5 in distributions received from equity method affiliates; partially offset by (d) $25,146 of cash used to purchase other investments, at fair value; (e) $213 of cash used to purchase other investments sold, not yet purchased, at fair value; and (f) $99 in cash used to purchase furniture, equipment, and leasehold improvements.
Showing the first 40 of 44 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
See notes 15 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Rearranged previous paragraphs (35)
Previous report — wording carried elsewhere
The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2024 and 2023.
Previous report — wording carried elsewhere
Asset management fees increased by $1,524, or 28%, to $6,942 for the nine months ended September 30, 2024, as compared to $5,418 for the nine months ended September 30, 2023, as discussed in more detail below. The following table provides a more detailed comparison of the two periods.
Previous report — wording carried elsewhere
Asset management fees from CDOs remained relatively flat. Asset management fees from other increased primarily due to the recognition in 2024 of deferred performance fees related to certain PriDe Funds and due to the portfolio servicing fee on the notional amount of loans owned by the CREO JV.
Previous report — wording carried elsewhere
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 new issue and advisory engagements. Therefore, a small change in the number of such engagements can result in large fluctuations in the revenue we recognize. Further, even if the number of engagements remains consistent, the average revenue per engagement can fluctuate considerably. Finally, our new issue and advisory 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 new issue and advisory revenue recognition. In addition, we often incur certain costs related to new issue and advisory engagements. These costs are included as a component of either subscriptions, clearing and execution, or professional fees and other, and will generally be recognized in the same period that the related revenue is recognized.
Previous report — wording carried elsewhere
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, which may impact the results of our Principal Investing segment.
Previous report — wording carried elsewhere
Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the nine months ended September 30, 2024, Cohen & Company Inc. owned 28.4% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in these consolidated financial statements. The remaining 71.6% that was allocated to the non-controlling members of the Operating LLC is subject to taxation on such members' tax returns.
Previous report — wording carried elsewhere
The Operating LLC itself consolidates certain pass-through entities. Therefore, the income/(loss) of these entities is included in the Company's consolidated results, but no tax expense/(benefit) related to the unowned portions is included.
Previous report — wording carried elsewhere
There are state, local, and foreign taxes to which the Operating LLC or its subsidiaries are subject to, which are included in the effective tax rate.
Previous report — wording carried elsewhere
Net income / (loss) attributable to the non-convertible non-controlling interest for the nine months ended September 30, 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 therein for the relevant periods. These interests are not convertible into Common Stock.
Previous report — wording carried elsewhere
Net income / (loss) attributable to the convertible non-controlling interest for the nine months ended September 30, 2024 and 2023 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us therein for the relevant periods. These interests are convertible into Common Stock. See note 21 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Previous report — wording carried elsewhere
Our net trading revenue includes unrealized gains on our trading investments as of the applicable measurement date that may never be realized due to changes in market or other conditions not under 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 volatility and uncertainty in the capital markets, the net trading revenue recognized 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 7, 8, and 9 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. 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 gestation repo business to be subject to significant concentration risk. See note 10 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
(1) Other Investment Vehicles include any Investment Vehicle that is not a Company-sponsored CDO.
Previous report — wording carried elsewhere
(2) In some cases, accounts we manage may employ leverage. Further, in some cases, our fees are based on gross assets and in other cases, our fees are based 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.
Previous report — wording carried elsewhere
CCM, a division of JVB, is our full-service boutique investment bank, which focuses on M&A, underwriting, 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.
Previous report — wording carried elsewhere
These items 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 ticker 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.
Previous report — wording carried elsewhere
We have engaged in several SFAs. 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 period. 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 9 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for more information regarding our SFAs.
Previous report — wording carried elsewhere
The U.S. Insurance JV invests in insurance company debt. We carry our investment in the U.S. Insurance JV at its reported NAV.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
Other principal investments consist of realized and unrealized gains and losses from other investments reported at fair value.
Previous report — wording carried elsewhere
Other income / (loss) 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 $8,133 in connection with this revenue share arrangement.
Previous report — wording carried elsewhere
Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. The change was primarily the result of changes in incentive compensation. Our total headcount decreased from 114 at September 30, 2023 to 113 at September 30, 2024. Equity-based compensation remained relatively unchanged.
Previous report — wording carried elsewhere
Professional Fee and Other Operating Expenses
Previous report — wording carried elsewhere
Income / (Loss) from Equity Method Affiliates
Previous report — wording carried elsewhere
If a SPAC sponsor entity distributes SPAC shares to us, we account for those SPAC shares as a component of other investments, at fair value. For several of the equity method 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. Changes in fair value of those investments are included as a component of principal transactions and other income. The table below shows the equity method income / (loss) included in SPAC sponsor entities and other above broken out by the ultimate public company investee. See discussion of principal transactions above. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
Our provision for income taxes fluctuates due to several factors mostly attributable to our legal structure, which are summarized as follows:
Previous report — wording carried elsewhere
Cohen & Company Inc. is treated as a “C” corporation for United States federal income tax purposes. A U.S. “C” corporation is subject to a federal tax rate of 21%. The Company's effective tax rate is significantly different than this rate for the following reasons.
Previous report — wording carried elsewhere
We also have valuation allowances applied against our NOL and NCL carryforward deferred tax assets as well as our tax over book basis in the Operating LLC. Valuation allowances are applied to deferred tax assets when management determines that the assets may not be fully realized. This determination requires significant judgement and is primarily based on management's expectations regarding the generation of future taxable income. ASC 740 indicates that all available evidence should be considered when assessing the need for and the appropriate level of a valuation allowance. All available evidence includes historical information supplemented by all currently available information about future periods.
Previous report — wording carried elsewhere
Net Income / (Loss) Attributable to the Non-Convertible Non-Controlling Interest
Previous report — wording carried elsewhere
SUMMARY CALCULATION OF NON-CONVERTIBLE NON-CONTROLLING INTEREST
Previous report — wording carried elsewhere
Other SPAC Sponsor Investor represents an entity that we consolidate, but do not wholly own, that invests in other SPAC sponsor entities. Vellar GP is consolidated by us, but we do not wholly own this entity.
Previous report — wording carried elsewhere
Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest
Previous report — wording carried elsewhere
SUMMARY CALCULATION OF CONVERTIBLE NON-CONTROLLING INTEREST
Previous report — wording carried elsewhere
SUMMARY CALCULATION OF NON-CONTROLLING INTEREST