Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
On May 1, 2026, Cohen & Company Inc., a Maryland corporation
(the “Company”), issued a press release announcing the Company’s financial results for the first quarter ended March 31,
2026. A copy of the earnings release is attached to this report as Exhibit 99.1.
The information hereunder shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange
Act, except as shall be expressly set forth by specific reference in such a filing.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Exhibit 99.1
COHEN &
COMPANY REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS
Board Declares
Quarterly Dividend of $0.25 per Share
Revenue of
$57.9 Million
Net Income
Attributable to Cohen & Company Inc. of $1.5 Million, or $0.42 per Diluted Share
Adjusted Pre-Tax
Income of $4.0 Million, or $0.65 per Diluted Share
Philadelphia
and New York, May 1, 2026 – Cohen &
Company Inc. (NYSE American: COHN) (“Cohen & Company”) today reported financial results for its first quarter ended
March 31, 2026.
Lester Brafman,
Chief Executive Officer of Cohen & Company, said, “We are pleased to deliver another strong quarter, driven by the ongoing
expansion of our client franchise. In particular, our full-service boutique investment bank, Cohen & Company Capital Markets,
continued to generate positive results, with a focus on frontier technologies, including digital assets, energy transition, and natural
resources. Also during the quarter, our gestation repo business continued to grow, reaching a book size of $3.9 billion, and our sponsored
SPAC, Columbus Circle Capital Corp. II, completed its $230 million IPO. We are encouraged by the momentum we have built as we look for
opportunities to further grow our topline revenue and profitability. We remain confident in our future earnings potential and committed
to enhancing long-term, sustained value for our stockholders through the return of capital, including our quarterly dividend.”
Summary Operating Results
| | Three Months Ended | |
| ($ in thousands) | |
3/31/26 | | |
12/31/25 | | |
3/31/25 | |
| Investment banking and new issue | |
$ | 45,711 | | |
$ | 54,704 | | |
$ | 20,164 | |
| Net trading | |
| 13,200 | | |
| 13,819 | | |
| 9,211 | |
| Asset management | |
| 2,419 | | |
| 2,681 | | |
| 2,020 | |
| Principal transactions and other revenue | |
| (3,428 | ) | |
| 31,536 | | |
| (2,655 | ) |
| Total revenues | |
| 57,902 | | |
| 102,740 | | |
| 28,740 | |
| | |
| | | |
| | | |
| | |
| Compensation and benefits | |
| 41,307 | | |
| 57,845 | | |
| 21,666 | |
| Non-compensation operating expenses | |
| 11,462 | | |
| 14,850 | | |
| 6,967 | |
| Operating income (loss) | |
| 5,133 | | |
| 30,045 | | |
| 107 | |
| | |
| | | |
| | | |
| | |
| Interest expense, net | |
| (1,335 | ) | |
| (1,460 | ) | |
| (1,448 | ) |
| Income (loss) from equity method affiliates | |
| (527 | ) | |
| (5,081 | ) | |
| 2,418 | |
| Income (loss) before income tax expense (benefit) | |
| 3,271 | | |
| 23,504 | | |
| 1,077 | |
| | |
| | | |
| | | |
| | |
| Income tax expense (benefit) | |
| (182 | ) | |
| (2,275 | ) | |
| 139 | |
| Net income (loss) | |
| 3,453 | | |
| 25,779 | | |
| 938 | |
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | |
| (718 | ) | |
| 5,254 | | |
| (173 | ) |
| Enterprise net income (loss) | |
| 4,171 | | |
| 20,525 | | |
| 1,111 | |
| Less: Net income (loss) attributable to the convertible non-controlling interest | |
| 2,679 | | |
| 12,424 | | |
| 782 | |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | 1,492 | | |
$ | 8,101 | | |
$ | 329 | |
| Fully diluted net income (loss) per share | |
$ | 0.42 | | |
$ | 1.48 | | |
$ | 0.19 | |
| | |
| | | |
| | | |
| | |
| Adjusted pre-tax income (loss) (1) | |
$ | 3,989 | | |
$ | 18,250 | | |
$ | 1,250 | |
| Fully diluted adjusted pre-tax income (loss) per share (1) | |
$ | 0.65 | | |
$ | 2.97 | | |
$ | 0.22 | |
| (1) | Adjusted
pre-tax income (loss) and adjusted pre-tax income (loss) per share are not measures recognized
under U.S. generally accepted accounting principles (“GAAP”). See Note 1 below. |
Financial Highlights
| · | Net
income attributable to Cohen & Company Inc. was $1.5 million, or $0.42 per diluted
share, for the three months ended March 31, 2026, compared to $8.1 million, or $1.48
per diluted share, for the three months ended December 31, 2025, and $0.3 million, or
$0.19 per diluted share, for the three months ended March 31, 2025. Adjusted pre-tax
income was $4.0 million, or $0.65 per diluted share, for the three months ended March 31,
2026, compared to adjusted pre-tax income of $18.3 million, or $2.97 per diluted share, for
the three months ended December 31, 2025, and adjusted pre-tax income of $1.3 million,
or $0.22 per diluted share, for the three months ended March 31, 2025. Adjusted pre-tax
income (loss) and adjusted pre-tax income (loss) per diluted share are not measures recognized
under GAAP. See Note 1 below. |
| · | Revenue
was $57.9 million for the three months ended March 31, 2026, compared to $102.7 million
for the prior quarter and $28.7 million for the prior year quarter. The prior quarter included
the closing of the business combination between our sponsored-SPAC, Columbus Circle Capital
Corp. I, and ProCap Financial, Inc. |
| o | Investment
banking and new issue revenue was $45.7 million for the three months ended March 31,
2026, down $9.0 million from the prior quarter and up $25.5 million from the prior year quarter.
Cohen & Company Capital Markets (“CCM”) generated $45.7 million, $50.8
million, and $20.2 million of the investment banking and new issue revenue in 1Q26, 4Q25,
and 1Q25, respectively. |
| o | Net
trading revenue was $13.2 million for the three months ended March 31, 2026, down $0.6
million from the prior quarter and up $4.0 million from the prior year quarter. The increase
from the prior year quarter reflected higher trading revenue from the Company’s mortgage
group, and the SPAC equity, CMO, and preferred equity trading desks. The gestation repo book
of business was $3.9 billion at March 31, 2026. |
| o | Asset
management revenue was $2.4 million for the three months ended March 31, 2026, down
$0.3 million from the prior quarter and up $0.4 million from the prior year quarter. |
| o | Principal
transactions and other revenue was negative $3.4 million for the three months ended March 31,
2026, compared to positive $31.5 million in the prior quarter and negative $2.7 million in
the prior year quarter. In the prior quarter, the closing of the ProCap Financial, Inc.
business combination generated $33.0 million of principal transactions revenue, including
the markup of consolidated founder and placement shares held by the sponsor of the Columbus
Circle Capital Corp. I, as well as $16.5 million of compensation and benefits expense related
to founder shares allocable to employees upon the closing, and $8.5 million of non-convertible,
non-controlling interest expense related to founder shares allocable to third party investors
in the consolidated sponsor. |
| · | Compensation
and benefits expense during the three months ended March 31, 2026 decreased $16.5 million
from the prior quarter and increased $19.6 million from the prior year quarter. The change
from the prior quarter was primarily the result of the $16.5 million of compensation and
benefits expense related to founder shares allocable to employees upon the closing of the
ProCap Financial, Inc. business combination in the prior quarter. The change from the
prior year quarter was primarily the result of fluctuations in revenue and the related variable
incentive compensation. The number of Company employees was 128 as of March 31, 2026,
compared to 126 as of December 31, 2025, and 117 as of March 31, 2025. |
| · | Interest
expense during the three months ended March 31, 2026 was $1.3 million, including $1.2
million on our trust preferred securities debt, $0.1 million on our senior promissory notes,
and $44 thousand on our bank credit facility. |
| · | Loss
from equity method affiliates for the three months ended March 31, 2026 was $0.5 million,
compared to a loss from equity method affiliates of $5.1 million for the prior quarter and
income from equity method affiliates of $2.4 million for the prior year quarter. |
| · | Income
tax benefit for the three months ended March 31, 2026 was $0.2 million, compared to
income tax benefit of $2.3 million in the prior quarter, and income tax expense of $0.1 million
in the prior year quarter. The Company will continue to evaluate its operations on a quarterly
basis and may adjust the valuation allowance applied against the Company's net operating
loss and net capital loss tax assets. Future adjustments could be material and may result
in additional tax benefit or tax expense. |
Total Equity and Dividend Declaration
| · | As
of March 31, 2026, total equity was $100.1 million, compared to $103.1 million as of
December 31, 2025; the non-convertible non-controlling interest component of total equity
was $2.4 million as of March 31, 2026 and $0.4 million as of December 31, 2025.
Thus, the total equity excluding the non-convertible non-controlling interest component was
$97.8 million as of March 31, 2026, a $4.9 million decrease from $102.6 million as of
December 31, 2025. |
| · | The
Company’s Board of Directors has declared a quarterly dividend of $0.25 per share,
payable on June 2, 2026, to stockholders of record as of May 18, 2026. The Board
of Directors will continue to evaluate the dividend policy each quarter, and future decisions
regarding dividends may be impacted by quarterly operating results and the Company’s
capital needs. |
Conference Call
The
Company will host a conference call at 10:00 a.m. Eastern Time (ET), today, May 1, 2026, to discuss these results. The conference
call will be available via webcast. Interested parties can access the webcast by clicking the webcast link on the Company’s homepage at
www.cohenandcompany.com. Those wishing to listen to the conference call with operator assistance
can dial (877) 524-8416 (domestic) or +1 (412) 902-1028 (international). A replay of the call will be available for three days following
the call by dialing (877) 660-6853 or (201) 612-7415, with participant passcode 13760351.
About Cohen & Company
Cohen &
Company is a financial services company specializing in an expanding range of capital markets and asset management services. Cohen &
Company’s operating segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment consists
of sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services,
operating primarily through Cohen & Company’s subsidiaries, Cohen & Company Securities, LLC (“Cohen Securities”)
in the United States and Cohen & Company Financial (Europe) S.A. in Europe. A division of Cohen Securities, Cohen &
Company Capital Markets (“CCM”) is the Company’s full-service boutique investment bank providing capital markets and
SPAC advisory services to corporations, financial sponsors, investors, and institutions. The Capital Markets business segment also includes
investment returns on financial instruments that the Company has received as consideration for investment banking and new issue services
provided by CCM. The Asset Management segment manages and services assets through investment funds, managed accounts, joint ventures,
and collateralized debt obligations. As of March 31, 2026, the Company had approximately $1.3 billion of assets under management
in primarily fixed income assets in a variety of asset classes including European bank and insurance trust preferred securities, debt
issued by small and medium sized European, U.S., and Bermudian insurance and reinsurance companies, and servicing commercial real estate
loans. The Principal Investing segment is comprised primarily of investments the Company has made for the purpose of earning an investment
return rather than investments made to support its trading or other capital markets business activity. For more information, please visit
www.cohenandcompany.com.
Note
1: Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per share are non-GAAP
measures of performance. Please see the discussion under “Non-GAAP Measures” below. Also see the tables below for the reconciliations
of non-GAAP measures of performance to their corresponding GAAP measures of performance.
Forward-looking Statements
This
communication contains certain statements, estimates, and forecasts with respect to future performance and events. These statements,
estimates, and forecasts are “forward-looking statements.” In some cases, forward-looking statements can be identified by
the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
“seek,” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other
than statements of historical fact included in this communication are forward-looking statements and are based on various underlying
assumptions and expectations and are subject to known and unknown risks, uncertainties, and assumptions, and may include projections
of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are based
on our current expectations and projections about future events. There are important factors that could cause our actual results, level
of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed
or implied in the forward-looking statements including, but not limited to, those discussed under the heading “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition” in our filings with the Securities and Exchange Commission
(“SEC”), which are available at the SEC’s website at www.sec.gov and our website at www.cohenandcompany.com/investor-relations/sec-filings.
Such risk factors include the following: (a) a decline in general economic conditions or the global financial markets, including
those caused by inflation, raising interest rates, and the current geopolitical situation, (b) unfavorable market conditions may
lead to a reduction in revenues from our investment banking and new issue revenues, including from underwriting and placement
activities, (c) losses caused by financial or other problems experienced by third parties, (d) losses due to unidentified or
unanticipated risks, (e) a lack of liquidity, i.e., ready access to funds for use in our businesses, (f) the ability to attract
and retain personnel, (g) litigation and regulatory proceedings, (h) reputational harm due to losses or our inability to sell
securities we purchase as an underwriter at the anticipated price levels, (i) competitive pressure, (j) an inability
to generate incremental income from new or expanded businesses, (k) unanticipated market closures or effects due to inclement weather
or other disasters, (l) losses (whether realized or unrealized) on our principal investments, (m) the possibility that payments
to the Company of subordinated management fees from its CDOs will continue to be deferred or will be discontinued, (n) the possibility
that the Company’s stockholder rights plan may fail to preserve the value of the Company’s deferred tax assets, whether as
a result of the acquisition by a person of 5% of the Company’s common stock or otherwise, (o) the Company’s reduction
in the volume of its investments into SPACs, (p) the difficulty in identifying potential business combinations as a result of increased
competition in the SPAC market, (q) the value of the Company’s holdings of founders shares in post-business combination companies
is volatile and may decline and the possibility that significant portions of the founder shares may remain restricted for a long period
of time, (r) the possibility that the Company will stop paying quarterly dividends to its stockholders, (s) the impacts of
rising interest rates and inflation, and (t) that CCM’s gross pipeline of possible transactions may not result in transactions
that are consummated and total recognition of all pipeline fees. As a result, there can be no assurance that the forward-looking statements
included in this communication will prove to be accurate or correct. In light of these risks, uncertainties, and assumptions, the future
performance or events described in the forward-looking statements in this communication might not occur. Accordingly, you should not
rely upon forward-looking statements as a prediction of actual results and we do not undertake any obligation to update any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Cautionary Note Regarding Quarterly
Financial Results
Due to the nature
of our business, our revenue and operating results may fluctuate materially from quarter to quarter. Accordingly, revenue and net income
in any particular quarter may not be indicative of future results. Further, our employee compensation arrangements are in large part
incentive-based and, therefore, will fluctuate with revenue. The amount of compensation expense recognized in any one quarter may not
be indicative of such expense in future periods. As a result, we suggest that annual results may be the most meaningful gauge for investors
in evaluating our business performance.
COHEN & COMPANY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share data)
| | Three Months Ended | |
| | |
3/31/26 | | |
12/31/25 | | |
3/31/25 | |
| Revenues | |
| | | |
| | | |
| | |
| Investment banking and new issue | |
$ | 45,711 | | |
$ | 54,704 | | |
$ | 20,164 | |
| Net trading | |
| 13,200 | | |
| 13,819 | | |
| 9,211 | |
| Asset management | |
| 2,419 | | |
| 2,681 | | |
| 2,020 | |
| Principal transactions and other revenue | |
| (3,428 | ) | |
| 31,536 | | |
| (2,655 | ) |
| Total revenues | |
| 57,902 | | |
| 102,740 | | |
| 28,740 | |
| | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | |
| Compensation and benefits | |
| 41,307 | | |
| 57,845 | | |
| 21,666 | |
| Business development, occupancy, equipment | |
| 2,383 | | |
| 2,039 | | |
| 1,829 | |
| Subscriptions, clearing, and execution | |
| 3,952 | | |
| 8,650 | | |
| 2,174 | |
| Professional services and other operating | |
| 4,924 | | |
| 3,964 | | |
| 2,792 | |
| Depreciation and amortization | |
| 203 | | |
| 197 | | |
| 172 | |
| Total operating expenses | |
| 52,769 | | |
| 72,695 | | |
| 28,633 | |
| | |
| | | |
| | | |
| | |
| Operating income (loss) | |
| 5,133 | | |
| 30,045 | | |
| 107 | |
| | |
| | | |
| | | |
| | |
| Non-operating income (expense) | |
| | | |
| | | |
| | |
| Interest expense, net | |
| (1,335 | ) | |
| (1,460 | ) | |
| (1,448 | ) |
| Income (loss) from equity method affiliates | |
| (527 | ) | |
| (5,081 | ) | |
| 2,418 | |
| Income (loss) before income tax expense (benefit) | |
| 3,271 | | |
| 23,504 | | |
| 1,077 | |
| Income tax expense (benefit) | |
| (182 | ) | |
| (2,275 | ) | |
| 139 | |
| Net income (loss) | |
| 3,453 | | |
| 25,779 | | |
| 938 | |
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | |
| (718 | ) | |
| 5,254 | | |
| (173 | ) |
| Enterprise net income (loss) | |
| 4,171 | | |
| 20,525 | | |
| 1,111 | |
| Less: Net income (loss) attributable to the convertible non-controlling interest | |
| 2,679 | | |
| 12,424 | | |
| 782 | |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | 1,492 | | |
$ | 8,101 | | |
$ | 329 | |
| | |
| | | |
| | | |
| | |
| Earnings per share | |
| | | |
| | | |
| | |
| Basic | |
| | | |
| | | |
| | |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | 1,492 | | |
$ | 8,101 | | |
$ | 329 | |
| Basic shares outstanding | |
| 1,824 | | |
| 1,742 | | |
| 1,705 | |
| Net income (loss) attributable to Cohen & Company Inc. per share | |
$ | 0.82 | | |
$ | 4.65 | | |
$ | 0.19 | |
| | |
| | | |
| | | |
| | |
| Fully Diluted | |
| | | |
| | | |
| | |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | 1,492 | | |
$ | 8,101 | | |
$ | 329 | |
| Net income (loss) attributable to the convertible non-controlling interest | |
| 2,679 | | |
| 12,424 | | |
| 782 | |
| Income tax and conversion adjustment | |
| (1,592 | ) | |
| (11,432 | ) | |
| 2 | |
| Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation | |
$ | 2,579 | | |
$ | 9,093 | | |
$ | 1,113 | |
| | |
| | | |
| | | |
| | |
| Basic shares outstanding | |
| 1,824 | | |
| 1,742 | | |
| 1,705 | |
| Unrestricted Operating LLC membership units exchangeable into COHN shares | |
| 4,173 | | |
| 4,128 | | |
| 4,061 | |
| Additional dilutive shares | |
| 108 | | |
| 267 | | |
| 42 | |
| Fully diluted shares outstanding (1) | |
| 6,105 | | |
| 6,137 | | |
| 5,808 | |
| Fully diluted net income (loss) per share | |
$ | 0.42 | | |
$ | 1.48 | | |
$ | 0.19 | |
| | |
| | | |
| | | |
| | |
| Reconciliation of adjusted pre-tax income (loss) to net income (loss) attributable to Cohen & Company Inc. and calculations of per share amounts | |
| | | |
| | | |
| | |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | 1,492 | | |
$ | 8,101 | | |
$ | 329 | |
| Addback (deduct): Income tax expense (benefit) | |
| (182 | ) | |
| (2,275 | ) | |
| 139 | |
| Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest | |
| 2,679 | | |
| 12,424 | | |
| 782 | |
| Adjusted pre-tax income (loss) | |
$ | 3,989 | | |
$ | 18,250 | | |
$ | 1,250 | |
| | |
| | | |
| | | |
| | |
| Adjusted fully diluted shares outstanding (2) | |
| 6,105 | | |
| 6,137 | | |
| 5,808 | |
| Fully diluted adjusted pre-tax income (loss) per share | |
$ | 0.65 | | |
$ | 2.97 | | |
$ | 0.22 | |
(1) When the fully diluted net income (loss) per share is anti-dilutive, the basic shares outstanding are presented on this line item.
(2) Adjusted fully diluted shares outstanding includes (a) weighted average unrestricted and restricted Operating LLC units exchangeable into COHN shares and (b) weighted average unrestricted and restricted shares, even during periods when the corresponding GAAP calculation of fully diluted shares outstanding above does not include them. The Operating LLC units are always included because the non-GAAP measure of performance, adjusted pre-tax income (loss), always includes net income (loss) attributable to the corresponding convertible interest.
COHEN & COMPANY INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
| | |
March 31, 2026 | | |
| |
| | |
(unaudited) | | |
December 31, 2025 | |
| Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 18,992 | | |
$ | 56,762 | |
| Receivables from brokers, dealers, and clearing agencies | |
| 38,371 | | |
| 46,194 | |
| Due from related parties | |
| 1,807 | | |
| 1,401 | |
| Other receivables | |
| 12,838 | | |
| 8,896 | |
| Investments - trading | |
| 154,427 | | |
| 140,576 | |
| Other investments, at fair value | |
| 61,578 | | |
| 57,258 | |
| Receivables under resale agreements | |
| 359,602 | | |
| 357,408 | |
| Investment in equity method affiliates | |
| 11,258 | | |
| 6,661 | |
| Deferred income taxes | |
| 4,126 | | |
| 4,126 | |
| Goodwill | |
| 109 | | |
| 109 | |
| Right-of-use asset - operating leases | |
| 15,226 | | |
| 15,406 | |
| Other assets | |
| 5,803 | | |
| 5,788 | |
| Total assets | |
$ | 684,137 | | |
$ | 700,585 | |
| | |
| | | |
| | |
| Liabilities | |
| | | |
| | |
| Payables to brokers, dealers, and clearing agencies | |
$ | 22,764 | | |
$ | 4 | |
| Accounts payable and other liabilities | |
| 16,738 | | |
| 17,944 | |
| Due to related parties | |
| 2,809 | | |
| - | |
| Accrued compensation | |
| 55,840 | | |
| 92,689 | |
| Trading securities sold, not yet purchased | |
| 38,095 | | |
| 36,617 | |
| Other investments sold, not yet purchased, at fair value | |
| 11 | | |
| - | |
| Securities sold under agreements to repurchase | |
| 402,389 | | |
| 400,391 | |
| Operating lease liability | |
| 16,755 | | |
| 16,959 | |
| Debt | |
| 28,590 | | |
| 32,895 | |
| Total liabilities | |
| 583,991 | | |
| 597,499 | |
| | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Voting non-convertible preferred stock | |
| 27 | | |
| 27 | |
| Common stock | |
| 25 | | |
| 21 | |
| Additional paid-in capital | |
| 79,868 | | |
| 78,539 | |
| Accumulated other comprehensive loss | |
| (943 | ) | |
| (914 | ) |
| Accumulated deficit | |
| (27,452 | ) | |
| (26,593 | ) |
| Total stockholders' equity | |
| 51,525 | | |
| 51,080 | |
| Non-controlling interest | |
| 48,621 | | |
| 52,006 | |
| Total equity | |
| 100,146 | | |
| 103,086 | |
| Total liabilities and equity | |
$ | 684,137 | | |
$ | 700,585 | |
Non-GAAP Measures
Adjusted pre-tax
income (loss) and adjusted pre-tax income (loss) per diluted share
Adjusted pre-tax
income (loss) is not a financial measure recognized by GAAP. Adjusted pre-tax income (loss) represents net income (loss) attributable
to Cohen & Company Inc., computed in accordance with GAAP, excluding income tax expense (benefit), plus the net income (loss)
attributable to the convertible non-controlling interest. Income tax expense (benefit) has been excluded because a pre-tax measurement
of enterprise earnings that includes net income (loss) attributable to the convertible non-controlling interest is a useful and appropriate
measure of performance. Furthermore, our income tax expense (benefit) has been, and we expect it will continue to be, a substantially
non-cash item for the foreseeable future, generated from adjustments in our valuation allowance applied to the Company’s gross
deferred tax assets. Convertible non-controlling interest is added back to adjusted pre-tax income (loss) because the underlying Cohen &
Company, LLC equity units are convertible into Cohen & Company Inc. shares. Adjusted pre-tax income (loss) per diluted share
is calculated by dividing adjusted pre-tax income (loss) by diluted shares outstanding, both of which include adjustments used in the
corresponding calculation in accordance with GAAP.
We present adjusted
pre-tax income (loss) and related per diluted share amounts in this release because we consider them to be useful and appropriate supplemental
measures of our performance. Adjusted pre-tax income (loss) and related per diluted share amounts help us to evaluate our performance
without the effects of certain GAAP calculations that may not have a direct cash or recurring impact on our current operating performance.
In addition, our management uses adjusted pre-tax income (loss) and related per diluted share amounts to evaluate the performance of
our enterprise operations. Adjusted pre-tax income (loss) and related per diluted share amounts, as we define them, are not necessarily
comparable to similarly named measures of other companies and may not be appropriate measures for performance relative to other companies.
Adjusted pre-tax income (loss) should not be assessed in isolation from or construed as a substitute for net income (loss) attributable
to Cohen & Company Inc. prepared in accordance with GAAP. Adjusted pre-tax income (loss) is not intended to represent and should
not be considered to be a more meaningful measure than, or an alternative to, measures of operating performance as determined in accordance
with GAAP.
Contact:
| Investors - |
Media - |
| Cohen & Company Inc. |
Joele Frank, Wilkinson Brimmer Katcher |
| Joseph W. Pooler, Jr. |
Joseph Sala or Zach Genirs |
| Executive Vice President and |
212-355-4449 |
| Chief Financial Officer |
215-701-8952 |
| investorrelations@cohenandcompany.com |
|