Cohen & Co Inc.
For the period ended Jun 30, 2025. Filed Aug 4, 2025.
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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.
Jun 30, 2025 · Filed Aug 4, 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 2025-03-31; filed 2025-05-02.
0001437749-25-014235
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-04.
0001437749-25-024506
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 178 previous paragraphs and 275 current paragraphs.
106 unchanged; 59 reworded; 69 added; 12 removed; 1 previous and 41 current paragraphs rearranged.
Tables are not compared: 27 previous and 42 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 (69)
Current report
Columbus Circle Capital Corp I
Current report
On May 19, 2025, Columbus Circle Capital Corp I (NASDAQ: CCCMU) (the "Columbus Circle SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 25,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option.
Current report
The Operating LLC owns a portion of, and is the managing member and a member of, Columbus Circle 1 Sponsor Corp LLC, the sponsor of the Columbus Circle SPAC (the “Columbus Circle Sponsor”). CCM, a division of our broker-dealer subsidiary, Cohen Securities, acted as the lead underwriter in the IPO.
Current report
Each Unit consists of one Class A ordinary share of the Columbus Circle SPAC, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one warrant (each, a “Warrant”), where each whole Warrant entitles the holder to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold in the IPO at an offering price of $10.00 per Unit, for gross proceeds of $250,000 (before underwriting discounts and commissions and offering expenses).
Current report
If the Columbus Circle SPAC fails to consummate a Business Combination within the first 24 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets, unless the Columbus Circle SPAC’s shareholders approve an amendment to the Columbus Circle SPAC’s amended and restated memorandum and articles of association to extend the amount of time the Columbus Circle SPAC will have to consummate a Business Combination.
Current report
The Columbus Circle Sponsor purchased an aggregate of 265,000 of the Columbus Circle SPAC’s placement units (“Placement Units”) in a private placement that occurred simultaneously with the IPO (the “Private Placement”) for an aggregate of $2,650 or $10.00 per Placement Unit. Additionally, Cohen Securities used its underwriting fee of $3,920 to purchase 392,000 Placement Units in the Private Placement for an aggregate of $3,920. Each Placement Unit consists of one Class A Ordinary Share and one-half of one warrant (a “Placement Warrant”). The Placement Units are identical to the Units sold in the IPO except that Placement Units (including the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the holders until 30 days after the completion of the Columbus Circle SPAC’s Business Combination, (ii) will be entitled to certain registration rights, and (iii) with respect to the Placement Warrants held by Cohen Securities and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA rules. Subject to certain limited exceptions, the Placement Units (including the underlying Placement Warrants and Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) will not be transferable, assignable, or salable until 30 days after the completion of the Columbus Circle SPAC’s Business Combination.
Current report
The $2,650 invested by the Columbus Circle Sponsor in consideration for the above-described 265,000 Placement Units of the Columbus Circle SPAC was raised from third party investors. As the managing member of the Columbus Circle Sponsor, the Operating LLC consolidates the Columbus Circle Sponsor and treats the Columbus Circle Sponsor’s investment (as well as Cohen Securities' investment) in the Columbus Circle SPAC as an equity method investment. The $2,650 raised from third party investors is treated by the Operating LLC as non-controlling interest.
Current report
A total of $250,000 of the net proceeds from the Private Placement and the IPO were placed in a trust account. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a Business Combination is not consummated), none of the funds held in the trust account will be released until the earliest of (i) the completion of the Columbus Circle SPAC’s Business Combination, (ii) the redemption of the Columbus Circle SPAC’s public Class A Ordinary Shares if the Columbus Circle SPAC is unable to complete its Business Combination within 24 months from the completion of the IPO, and (iii) the redemption of the Columbus Circle SPAC’s public Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Columbus Circle SPAC Articles to (A) modify the substance or timing of the Columbus Circle SPAC’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Columbus Circle SPAC’s public shares if the Columbus Circle SPAC has not consummated a Business Combination within 24 months from the completion of the IPO, or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-Business Combination activity. If the Columbus Circle SPAC does not complete a Business Combination, the Placement Units will expire worthless.
Current report
The Columbus Circle Sponsor holds an aggregate of 8,333,333 founder shares in the Columbus Circle SPAC. Subject to certain limited exceptions, the founder shares will not be transferable or salable until the earlier to occur of: (i) six months after the completion of the IPO, and (ii) the date on which the Columbus Circle SPAC completes a liquidation, merger, share exchange, or other similar transaction after its Business Combination that results in all of the Columbus Circle SPAC’s shareholders having the right to exchange their Class A Ordinary Shares underlying the founder shares for cash, securities, or other property.
Current report
Certain non-controlling interests in the Columbus Circle Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle Sponsor, either directly or indirectly, and have an interest in the Columbus Circle SPAC’s founder shares through such membership interests in the Columbus Circle Sponsor. The number of the Columbus Circle SPAC’s founders shares in which such non-controlling interests in the Columbus Circle Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of the Columbus Circle SPAC’s founder shares currently allocated to the Operating LLC is 2,101,666, but such number of founder shares will not be finally and definitively determined until the consummation of a Business Combination.
Current report
In connection with the IPO, the Columbus Circle Sponsor has agreed to indemnify the Columbus Circle SPAC for all claims by third parties for services rendered or products sold to the Columbus Circle SPAC, or a prospective target business with which the Columbus Circle SPAC has entered into a written letter of intent, confidentiality, or other similar agreement or business combination agreement (except for the Columbus Circle SPAC’s independent registered public accounting firm), to the extent such claims reduce the amount of funds in the Columbus Circle SPAC’s trust account to below the lesser of (i) $10.00 per share of Class A Ordinary Shares, and (ii) the actual amount per share of Class A Ordinary Shares held in the Columbus Circle SPAC’s trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the Columbus Circle SPAC’s trust assets, in each case net of taxes, provided that such liability will not apply to any claims (A) by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the Columbus Circle SPAC’s trust account or (B) under the Columbus Circle SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933.
Current report
The Columbus Circle Sponsor loaned to the Columbus Circle SPAC approximately $350 to cover IPO expenses, which was repaid in full at the closing of the IPO. The Columbus Circle Sponsor and its affiliates, including the Operating LLC, may commit to loan the Columbus Circle SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bear no interest and, if the Columbus Circle SPAC consummates a Business Combination in the required time frame, the loans are to be repaid from the funds held in the Columbus Circle SPAC’s trust account. If the Columbus Circle SPAC does not consummate a Business Combination in the required time frame, no funds from the Columbus Circle SPAC’s trust account can be used to repay the loans.
Current report
In connection with the closing of the IPO, the Operating LLC and the Columbus Circle SPAC entered into an Administrative Services Agreement, dated May 15, 2025, pursuant to which the Operating LLC and the Columbus Circle SPAC agreed that, commencing on the date that the Columbus Circle SPAC’s securities were first listed on the Nasdaq Global Market through the earlier of the Columbus Circle SPAC’s consummation of a Business Combination and its liquidation, the Columbus Circle SPAC will pay the Operating LLC $10 per month for certain office space, administrative, and shared personnel support services.
Current report
On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), and ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc, d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement").
Current report
Pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Columbus Circle SPAC and ProCap BTC will merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial will become a publicly traded company. Proceeds from the proposed Business Combination, if any, after satisfaction of redemption payments to the Columbus Circle SPAC’s public shareholders and transaction expenses, are expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.
Current report
In connection with the execution of the Business Combination Agreement, (a) certain “qualified investors” (defined to include “qualified institutional buyers,” as defined in Rule 144A of the Securities Act, and institutional “accredited investors,” as defined in Rule 506 of Regulation D) were issued non-voting preferred units of ProCap BTC (“Preferred Units”) in a private placement of such Preferred Units consummated immediately prior to the execution of the Business Combination Agreement, in an aggregate amount of approximately $516,500 (the “Preferred Equity Investment”), and (b) certain qualified investors agreed to purchase convertible notes (“Convertible Notes”) issuable upon the Closing by ProCap Financial, with an aggregate principal amount of approximately $235,000 (the “Convertible Note Financing” and, together with the Preferred Equity Investment and the Business Combination, the “Proposed Transactions”). The net proceeds from the Convertible Notes will be utilized by ProCap Financial for purposes of acquiring bitcoin, collateral under the Convertible Notes, and for working capital purposes. The proceeds from the Preferred Equity Investment will be utilized, within 15 days following the Signing Date, to purchase bitcoin assets pursuant to a custodial arrangement with Anchorage Digital Bank N.A.
Current report
CCM acted as a co-placement agent in connection with the Convertible Note Financing and the Preferred Equity Investment.
Current report
As disclosed above, the Columbus Circle Sponsor holds an aggregate of 8,333,333 founder shares in the Columbus Circle SPAC. Further, certain non-controlling interests in the Columbus Circle Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle Sponsor, either directly or indirectly, and have an interest in the Columbus Circle SPAC’s founder shares through such membership interests in the Columbus Circle Sponsor. The number of the Columbus Circle SPAC’s founders shares in which such non-controlling interests in the Columbus Circle Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle Sponsor will not be finally and definitively determined unless and until consummation of the Business Combination (the “Closing”). The number of the Columbus Circle SPAC’s founder shares currently allocated to the Operating LLC is approximately 2,101,666, but such number of founder shares will also not be finally and definitively determined unless and until the Closing occurs. If the Closing occurs, each founder share held by the Columbus Circle Sponsor, including those allocated to the Operating LLC, will be converted into one share of common stock in ProCap Financial.
Current report
During the six months ended June 30, 2025, we recorded the sale of the CDO Agreements of Alesco Preferred Funding V, Ltd. and Alesco Preferred Funding VIII, Ltd. for a total purchase price of $1,125, which amount was reduced by $288 in accordance with the terms and conditions of the MTA as a result of management fees received by us after March 1, 2025. Therefore, we recorded a gain of $837 during the six months ended June 30, 2025 in connection with the sale of such CDO Agreements. We have not yet received consent relating to the sale of the CDO Agreements for Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., and Alesco Preferred Funding VI, Ltd., which are expected to have a total purchase price of $2,375. As of June 30, 2025, we have received management fees of $365 related to these three CDO Agreements. Accordingly, in accordance with the terms and conditions of the MTA, the maximum total gain to be recognized by us on these three contracts, if consents to sell the same are received, would be $2,010 as of June 30, 2025. This amount will be reduced further by any management fees received on these contracts subsequent to June 30, 2025. Pursuant to the MTA, there is a deadline of August 15, 2025 (including extensions) by which to receive the required consents to sell the remaining three CDO Agreements. If such consents are not received on one or more of such CDO Agreements, we will continue to serve as collateral manager of Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., and Alesco Preferred Funding VI, Ltd.
Current report
On October 3, 2016, the Operating LLC entered into an Investment Agreement (the “JKD Investment Agreement”) with JKD Capital Partners I LTD ("JKD Investor"), pursuant to which JKD Investor agreed to invest into the Operating LLC up to $12,000, of which $6,000 was invested into the Operating LLC on October 3, 2016, an additional $1,000 was invested into the Operating LLC on January 25, 2017, and an additional $1,268 was invested into the Operating LLC on January 9, 2019. The JKD Investor is owned by Jack J. DiMaio, the vice chairman of the board of directors, and his spouse.
Current report
Revenues increased by $59,249, or 202%, to $88,611for the six months ended June 30, 2025, as compared to $29,362 for the six months ended June 30, 2024. Each line item is discussed below in more detail.
Current report
Net trading revenue increased by $1,322 to $19,968 for the six months ended June 30, 2025, as compared to $18,646 or the six months ended June 30, 2024. The following table shows the detail by trading group.
Current report
New issue and advisory revenue increased by $39,762 to $70,650 for the six months ended June 30, 2025, as compared to $30,888 for the six months ended June 30, 2024. Nearly all of the new issue and advisory revenue recognized in both periods resulted from CCM's activities.
Current report
Principal transactions and other income (loss) increased by $18,772 to ($6,195) for the six months ended June 30, 2025, as compared to ($24,967) for the six months ended June 30, 2024. The following table summarizes principal transactions and other income by category.
Current report
Operating expenses increased by $41,905, or 107%, to $81,009 for the six months ended June 30, 2025, as compared to $39,104 for the six months ended June 30, 2024. Each line item is discussed in more detail below.
Current report
Compensation and benefits increased by $40,451, or 158%, to $65,989, for the six months ended June 30, 2025, as compared to $25,538 for the six months ended June 30, 2024.
Current report
Business development, occupancy, and equipment increased by $785, or 26%, to $3,817 or thesix months ended June 30, 2025, as compared to $3,032 for thesix months ended June 30, 2024. This increase was comprised of an increase in occupancy and equipment of $8, and an increase in business development of $777.
Current report
Subscriptions, clearing, and execution increased by $203, or 5%, to $4,506 for thesix months ended June 30, 2025, as compared to $4,303 for thesix months ended June 30, 2024. The increase was comprised of an increase in subscriptions and dues of $493, partially offset by a decrease in clearing and execution of $290.
Current report
Professional fees and other operating expenses increased by $371, or 6%, to $6,353 for thesix months ended June 30, 2025, as compared to $5,982 for thesix months ended June 30, 2024. The increase was comprised of an increase in professional fees of $8, and an increase in other operating expense of $363.
Current report
Depreciation and amortization increased by $95, or 38%, to $344 for the six months ended June 30, 2025, as compared to $249 for the six months ended June 30, 2024.
Current report
Gain on Sale of Management Contracts
Current report
On March 13, 2025, we entered into an MTA with Hildene to sell our CDO collateral management contracts 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. for a total of $3,500. Each CDO collateral management contract sale was contingent upon certain conditions to closing. The most significant condition outside of our and Hildene's control was consent of the preferred security holders of each CDO. The MTA called for the purchase price to be reduced, dollar for dollar, for any management fees received by us after March 1, 2025.
Current report
During the six months ended June 30, 2025, we recorded the sale of the CDO Agreements of Alesco Preferred Funding V, Ltd. and Alesco Preferred Funding VIII, Ltd. for a total purchase price of $1,125, which amount was reduced by $288 in accordance with the terms and conditions of the MTA as a result of management fees received by us after March 1, 2025. Therefore, we recorded a gain of $837 during the six months ended June 30, 2025 in connection with the sale of such CDO Agreements. We have not yet received consent relating to the sale of the CDO Agreements for Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., and Alesco Preferred Funding VI, Ltd., which are expected to have a total purchase price of $2,375. As of June 30, 2025, we have received management fees of $365 related to these three CDO Agreements. Accordingly, in accordance with the terms and conditions of the MTA, the maximum total gain to be recognized by us on these three contracts, if consents to sell the same are received, would be $2,010 as of June 30, 2025. This amount will be reduced further by any management fees received on these contracts subsequent to June 30, 2025. Pursuant to the MTA, there is a deadline of August 15, 2025 (including extensions) by which to receive the required consents to sell the remaining three CDO Agreements. If such consents are not received on one or more of such CDO Agreements, we will continue to serve as collateral manager of Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd.. and Alesco Preferred Funding VI, Ltd.
Current report
Income tax expense / (benefit) increased by $617 to $910 for the six months ended June 30, 2025, as compared to $293 for the six months ended June 30, 2024.
Current report
The Big Beautiful Bill Act ("OBBBA") was enacted on July 4, 2025. The only provisions of the OBBBA that directly impact us are: (i) changes in bonus depreciation and (ii) changes in the calculation of the amount of net interest expense that is deductible. In both cases, the impact to us will be immaterial. The OBBBA made significant changes to individual income taxes including the taxation of overtime and tips that may impact certain company's workforces thereby having an indirect effect on these companies. However, none of our employees receive tips and we have an immaterial number of hourly employees.
Current report
For the Six Months Ended June 30, 2025
Current report
For the Six Months Ended June 30, 2024
Current report
CONSOLIDATED STATEMENTS OF OPERATIONS
Current report
Revenues
Current report
Asset Management
Showing the first 40 of 69 passages. Open the source sections for the rest.
Removed paragraphs (12)
Previous report
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.
Previous report
COHEN & COMPANY INC.
Previous 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.
Previous report
Interest Expense, net
Previous report
INTEREST EXPENSE
Previous report
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 report
(Dollars in Thousands)
Previous report
Three Months Ended March 31, 2025
Previous report
Three Months Ended March 31, 2024
Previous 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.
Previous 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.
Previous 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.
Reworded paragraphs (59)
Previous wording
The following discussion and analysis of the consolidated financial condition and results of operations of Cohen & Company Inc. and its consolidated subsidiaries (collectively, “we,” “us,” “our,” or the “Company”) should be read in conjunction with the unaudited consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
The following discussion and analysis of the consolidated financial condition and results of operations of Cohen & Company Inc. and its consolidated subsidiaries (collectively, “we,” “us,” “our,” or the “Company”) should be read in conjunction with the unaudited consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2024.
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, 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.
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 Cohen Securities. A division of Cohen Securities, 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 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.
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 June 30, 2025, 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. See recent events below for discussion of our recent sale of CDO asset management contracts.
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.
Current wording
In 2018, we began sponsoring a series of SPACs. 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. In February 2025, we sold our interest in Vellar GP.
Previous wording
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 wording
Our CCM business is also heavily concentrated in the SPAC Market with many 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.
Previous 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.
Current wording
Equity prices of SPACs and post business combination SPACs are volatile. 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 may recorded significant principal transaction losses and equity method losses from time to time.
Previous wording
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.
Current wording
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, (v) adding a SPAC equity trading team; and (vi) 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.
Previous wording
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 US 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. However, for most of the periods presented herein, rates were rising or elevated versus historical lows, which negatively impacted our business in several ways:
Current wording
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. In the second half of 2024, the US 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. However, for most of the periods presented herein, rates were rising or elevated versus historical lows, which negatively impacted our business in several ways:
Previous wording
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 wording
Pursuant to the MTA, we 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”).
Previous wording
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 wording
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”). The most significant condition outside of our and Hildene's control was consent of the preferred security holders of each CDO.
Previous wording
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 wording
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 have 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”).
Previous wording
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 wording
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.
Previous wording
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 wording
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, 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 Opportunities GP LLC, a Delaware limited liability company (“Vellar GP”).
Previous 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.
Current wording
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, we 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
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 wording
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 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.
Previous 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.
Current wording
Effective September 1, 2024,we entered into a redemption agreement with the JKD Investor (the “Redemption Agreement”), pursuant to which the Operating LLC 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 was to be repaid as follows: (i) $2,573 of the principal amount was to 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 without penalty or premium. We prepaid the $2,573 of the principal amount that was otherwise due under the 2024 Note on August 31, 2025 during the three months ended June 30, 2025. See note 15.
Previous 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.
Current wording
Asset management fees from CDOs declined because of continued principal paydowns of assets in the CDOs. The sale of the Alesco V and Alesco VIII CDO Agreements closed in July 2025. During the six months ended June 30, 2025, we earned a total of $269 in revenue from these two contracts. As a result of the sale, asset management revenue from CDOs will decline in future quarters. See note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q. 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
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.
Current wording
CCM, a division of Cohen Securities, 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 Capital Markets 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 that 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
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.
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 investments 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
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.
Current wording
The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. We carry our investment in the CREO JV at its NAV.
Previous wording
The U.S. Insurance JV invests in insurance company debt. We carry our investment in the U.S. Insurance JV at its reported NAV.
Current wording
The U.S. Insurance JV invests in insurance company debt. We carry our investment in the U.S. Insurance JV at its NAV.
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 $8,644 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 $9,276 in connection with this revenue share arrangement.
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 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.
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 driven by increased revenues. Our total headcount was 118 at June 30, 2025 and 121 at June 30, 2024. Equity-based compensation remained relatively unchanged.
Previous 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.
Current wording
Interest expense, net decreased by $147 to $2,944 for the six months ended June 30, 2025, as compared to $3,091 for the six months ended June 30, 2024.
Previous 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.
Current wording
Income / (loss) from equity method affiliates decreased by $22,068 to $981 for the six months ended June 30, 2025, as compared to $23,049 for the six months ended June 30, 2024. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
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.
Current wording
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%. Our effective tax rate is significantly different than this rate for the following reasons.
Previous wording
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 of these entities is included in the Company's consolidated results.
Current wording
The Operating LLC itself consolidates certain pass-through entities. Therefore, the income/(loss) of these entities is included in our consolidated results, but no tax expense/(benefit) related to the unowned portions of these entities is included in our consolidated results.
Previous wording
There are state, local, and foreign taxes to which the Operating LLC or its subsidiaries are subject to, which are included in the Company's effective tax rate.
Current wording
There are state, local, and foreign taxes that the Operating LLC or its subsidiaries are subject to, which are included in our effective tax rate.
Previous 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.
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 2025.
Previous wording
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 wording
Revenues increased by $49,073, or 454%, to $59,871 for the three months ended June 30, 2025, as compared to $10,798 for the three months ended June 30, 2024. Each line item is discussed below in more detail.
Previous 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.
Current wording
Net trading revenue increased by $1,959, or 22%, to $10,757 for the three months ended June 30, 2025, as compared to $8,798 for the three months ended June 30, 2024. The following table shows the detail by trading group.
Previous 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:
Current wording
Asset management fees increased by $90, or 4%, to $2,168 for the three months ended June 30, 2025, as compared to $2,078 for the three months ended June 30, 2024, as discussed in more detail below. The following table provides a more detailed comparison of the two periods.
Previous wording
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 wording
New issue and advisory revenue increased by $30,911 to $37,411 for the three months ended June 30, 2025, as compared to $6,500 for the three months ended June 30, 2024. All of the new issue and advisory revenue recognized in both periods resulted from CCM's activities.
Previous 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.
Current wording
Principal transactions and other income (loss) increased by $16,113 to $9,535 for the three months ended June 30, 2025, as compared to ($6,578) for the three months ended June 30, 2024. The following table summarizes principal transactions and other income by category.
Previous 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.
Current wording
Compensation and benefits increased by $33,624, or 314%, to $44,323 for the three months ended June 30, 2025, as compared to $10,699 for the three months ended June 30, 2024.
Previous 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.
Current wording
Business development, occupancy, and equipment increased by$397, or 25%, to$1,988 for the three months ended June 30, 2025, as compared to$1,591 for the three months ended June 30, 2024. This increase was comprised of an increase in business development of $403, partially offset by a decrease in occupancy and equipment of $6.
Previous 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.
Current wording
Subscriptions, clearing, and execution increased by$115, or 5%, to$2,332 for the three months ended June 30, 2025, as compared to$2,217 for the three months ended June 30, 2024. The increase was comprised of an increase in subscriptions and dues of $231, partially offset by a decrease in clearing and execution of $116.
Previous 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.
Current wording
Professional fees and other operating expenses increased by$1,028, or 41%, to$3,561 for the three months ended June 30, 2025, as compared to$2,533 for the three months ended June 30, 2024. This increase is comprised of an increase in professional fees of $709 and an increase in other operating expenses of $319.
Previous 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.
Current wording
Depreciation and amortization increased by $47, or 38%, to $172 for the three months ended June 30, 2025, as compared to $125 for the three months ended June 30, 2024.
Showing the first 40 of 59 pairs. Open the source sections for the rest.
Rearranged current paragraphs (41)
Current report — wording carried from elsewhere
SixMonths Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Current report — wording carried from elsewhere
The following table sets forth information regarding our consolidated results of operations for the six months ended June 30, 2025 and 2024.
Current report — wording carried from elsewhere
Asset management fees decreased by $607 to $4,188 for the six months ended June 30, 2025, as compared to $4,795 for the six months ended June 30, 2024, as discussed in more detail below. The following table provides a more detailed comparison of the two periods.
Current report — wording carried from elsewhere
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 amounts shown in the table above represent 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 six months ended June 30, 2025.
Current report — wording carried from elsewhere
Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the six months ended June 30, 2025, Cohen & Company Inc. owned 29.5% 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 70.5% 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 report — wording carried from elsewhere
Net income / (loss) attributable to the non-convertible non-controlling interest for the six months ended June 30, 2025 and 2024 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.
Current report — wording carried from elsewhere
Net income / (loss) attributable to the convertible non-controlling interest for the six months ended June 30, 2025 and 2024 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us in the Operating LLC 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, 2024.
Current report — wording carried from 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. 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.
Current report — wording carried from 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.
Current report — wording carried from 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.
Current report — wording carried from elsewhere
(1) Other Investment Vehicles include any Investment Vehicle that is not a Company-sponsored CDO.
Current report — wording carried from 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.
Current report — wording carried from 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 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.
Current report — wording carried from elsewhere
CCM, a division of Cohen Securities, 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.
Current report — wording carried from 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 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 that 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.
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Principal Transactions and Other Income (Loss)
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In the table above, our principal transactions are broken out into two groups:
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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.
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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.
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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 investments 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.
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The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. We carry our investment in the CREO JV at its NAV.
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The U.S. Insurance JV invests in insurance company debt. We carry our investment in the U.S. Insurance JV at its NAV.
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Other principal investments consist of realized and unrealized gains and losses from other investments reported at fair value.
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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 $9,276 in connection with this revenue share arrangement.
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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 driven by increased revenue. Our total headcount was 118 at June 30, 2025 and 121 at June 30, 2024. Equity-based compensation remained relatively unchanged.
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Professional Fee and Other Operating Expenses
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See notes 15 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
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Income / (Loss) from Equity Method Affiliates
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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.
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Our provision for income taxes fluctuates due to several factors mostly attributable to our legal structure, which are summarized as follows.
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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%. Our effective tax rate is significantly different than this rate for the following reasons.
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The Operating LLC itself consolidates certain pass-through entities. Therefore, the income/(loss) of these entities is included in our consolidated results, but no tax expense/(benefit) related to the unowned portions of these entities is included in our consolidated results.
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There are state, local, and foreign taxes that the Operating LLC or its subsidiaries are subject to, which are included in our effective tax rate.
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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.
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Net Income / (Loss) Attributable to the Non-Convertible Non-Controlling Interest
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SUMMARY CALCULATION OF NON-CONVERTIBLE NON-CONTROLLING INTEREST
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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 2025.
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Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest
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SUMMARY CALCULATION OF CONVERTIBLE NON-CONTROLLING INTEREST
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SUMMARY CALCULATION OF NON-CONTROLLING INTEREST
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Previous report — wording carried elsewhere
Sale of our interest in Vellar GP