Cohen & Company Inc.

Good morning, ladies and gentlemen, and welcome to Cohen and Company's second quarter 2026 earnings call. My name is Sherry, and I will be your operator for today. Before we begin, Cohen and Company would like to remind everyone that some of the statements made, statements the company makes during this call may contain forward-looking statements under applicable securities laws. These statements may involve risks and uncertainties that could cause the company's actual results to differ materially from the results discussed in such forward-looking statements. The forward-looking statements made during this call are made only as of the date of this call, and the company undertakes no obligation to update such statements to reflect subsequent events or circumstances. Cohen and Company advises you to read the questionnaire note regarding forward-looking statements in its earnings release and in its most recent annual report on Form 10-K filed with the SEC. Earlier today, Cohen and Company issued a press release announcing the second quarter 2026 financial results. Today's discussion is complementary to that press release, which is available on the company's website at cohenandcompany.com. This conference call is being recorded, and a replay of it will be available for three days beginning shortly after the conclusion of this call. The company's remarks also include certain non-GAAP financial measures, that management believes are meaningful when evaluating the company's performance. A reconciliation of these non-GAAP financial measures to the comparable GAAP measures is provided in the company's earnings release. After the prepared remarks, the call will be open for questions. I would now like to turn the call over to Mr. Lester Brafman, Chief Executive Officer of Cohen & Company. Please proceed, sir.

Thank you. And thank you, everyone, for joining us for our second quarter 2026 earnings call. With me on the call is Joe Pooler, our CFO. We are pleased to deliver another solid quarter driven by continued strong performance in our full-service boutique investment bank, Cohen & Company Capital Markets, and its expertise in SPAC and DSPAC transactions. Recently, we achieved important milestones across our sponsor SPACs with Columbus Circle Capital II signing a definitive business combination agreement with Elroy Air Inc. on June 26th and Columbus Circle Capital III on completing his $230 million IPO on July 9th. We are encouraged by the momentum we have underway as we look for opportunities to increase our revenue and profitability. We remain confident in our future earnings potential and are committed to creating long-term sustained value for our stockholders, including through our quarterly dividend. Now I will turn the call over to Joe to walk through the course financial highlights in more detail.

Thank you, Lester. I'll start with a discussion of our operating results for the quarter. Our net income attributable to Cohen & Company Inc. shareholders was $3.6 million for the quarter, or $0.94 per fully diluted share, compared to net income of $1.5 million for the prior quarter, or $0.42 per fully diluted share, and net income of $1.4 million for the prior year quarter, or $0.81 per fully diluted share. Our fully diluted earnings per share calculation reflects all convertible membership units in our primary operating subsidiary, Cohen & Company, LLC, as if they are converted to shares and also reflects an income tax expense adjustment at an estimated effective tax rate as if our ownership structure was a full C-corp for the entire period presented. Our adjusted pre-tax income was $10.1 million for the quarter. compared to $4 million for the prior quarter and $5.5 million for the prior year quarter. As a reminder, adjusted pre-tax income is a key earnings measurement for us as it incorporates enterprise earnings attributable to our convertible non-controlling interest, which is substantially held by our founder and chairman, Daniel Cohen. Daniel holds most of his interest in the enterprise through the primary operating subsidiary, Kona Company LLC, which is a consolidated subsidiary of Kona Company Inc. Investment banking and new issue revenue was $54 million in the second quarter compared to $45.7 million in the prior quarter and $44.1 million in the year-ago quarter. In the current quarter, most of our investment banking and new issue revenue came from our CCM Business, and was primarily driven by SPAC M&A and SPAC IPO transactions, as well as gains on financial instruments that we have received as consideration for investment banking and new issue services provided by CCM. Net trading revenue came in at $13.9 million in the second quarter, up $700,000 from the prior quarter, and up $3.1 million from the second quarter of 2015. The increase from the prior quarter reflected higher trading revenue from our mortgage group and the SPAC equity and structured notes trading desks. The increase from the prior year quarter reflected higher trading revenue from our mortgage group and the CMO trading desk. The gestation repo bulk of business was 4.1 billion at June 30, 2026. Asset management revenue totaled 1.8 million in the quarter. down $600,000 from the prior quarter and down $300,000 from the prior year quarter. Second quarter principal transactions and other revenue was negative $300,000 compared to negative $3.4 million in the prior quarter and positive $2.8 million in the prior year quarter. Compensation and benefits expense for the second quarter was $48.2 million, up $6.9 million from the prior quarter and up $3.9 million from the prior year quarter. The change from both periods was primarily the result of fluctuations in revenue and the related variable incentive compensation. The number of company employees was 129 at the end of the quarter compared to 128 at the end of March of 26 and 118 at the end of June of 25. Net interest expense for the quarter was $1.3 million, including $1.2 million on our trust preferred securities debt 76,000 on our senior promissory notes and 45,000 bank credit facility. Loss from equity method affiliates totaled 3 million compared to 500,000 for the prior quarter and 1.4 million for the prior year quarter. The loss in the current quarter was primarily driven by our investment in Columbus Circle Capital Corp. II SPAC. We had a related offset in credit recorded in the net income attributable to the non-convertible, non-controlling interest line item of $2.1 million. Thus, our net loss related to the Columbus Circle Capital Corp. to SPAC was $900,000 for the quarter and primarily related to us forfeiting our placement units that we received. As Lester mentioned, on June 26th, The Columbus Circle Capital Corp II SPAC did sign a business combination agreement with El Royer. For this transaction, we partnered with Inflection Point Asset Management, which has significant experience negotiating and consummating D-SPAC transactions, and made the introduction to El Royer. As a result, Columbus Circle Capital Corp II will be renamed Inflection Point Acquisition Corp VII. The number of the SPAC's founder shares currently allocated to us is 667,000. But again, this number of founder shares will not be finalized and failable until the business combination closes, which we anticipate will be in the fourth quarter of 26. And as noted, as part of the agreement, upon closing the business combination, CCM, our investment bank, will forfeit its 360,000 and other placement units in that SPAC. Additionally, our sponsored SPAC, Columbus Circle Capital Corp III, completed its $230 million IPO on July 10th, just after the end of the quarter. The number of the SPAC's founder shares currently allocated to us is 2.28 million, but again, this number of founder shares will not be finally and definitively determined until the consummation of a business combination. Additionally, CCM used $3.6 million of its underwriting fee to purchase 360,000 Columbus Circle Capital Corp. 3 placement units in the related private placement. In terms of our balance sheet and capitalization, at the end of the quarter, total equities was $109.3 million compared to $103.1 million as of the end of the year. The non-convertible, non-controlling interest component of total equity was only $5,000 at the end of the quarter and $400,000 at the end of the year. Thus, the total enterprise equity excluding the non-convertible, non-controlling interest component was $109.3 million at the end of the quarter, a $6.6 million increase from $102.6 million at the end of the year. At quarter end, including unvested shares and units, we had outstanding 3.2 million shares of common stock and 42.2 million convertible membership units of our primary operating subsidiary, Cohen & Company LLC, which are convertible into shares of common stock on a 10-for-1 basis, resulting in a grand total of $7.4 million. fully diluted shares of common stock outstanding on an as-if converted basis, assuming all unvested units and shares vest. At the end of the quarter, consolidated corporate indebtedness was carried at 28.8 million. We declared a quarterly dividend at 25 cents per share payable on September 2nd to stockholders of record as of August 19th. The Board of Directors will continue to evaluate the dividend policy each quarter and future decisions regarding dividends may be impacted by quarterly results in the company's capital needs. With that, I'll turn it back over to Lester.

Thanks, Joe. We remain confident in our ability to execute our strategic priorities and continue driving progress as we enhance long-term value for our stockholders. Please direct any offline investor questions to Joe Pooler at 215- 701-8952 or via email to InvestorRelations at CohenCompany.com. The contact information can also be found at the bottom of our earnings release. Operator, you can now open the call for questions. Thank you for joining us today.

If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. and for participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question is from Mike Rundell with Northland Securities. Please proceed.

Hey guys, this is Luke on for Mike. Congrats on the quarter. Just wanted to kind of maybe flesh out what kind of drove, what one or two things drove the strength in the quarter. Were there any kind of significant deals that benefited this quarter or just kind of some of the strength that you saw across the business.

Joe, you want to take that one?

Yeah. Hey, Luke. Thank you for the nice words. No, we just continue to – the CCM business continues to do well. It continues to grow its pipeline. It's adding to its pipeline regularly. I think we closed five SPAC IPOs, a number of D-SPACs. Some of the consideration that we received from prior deals in terms of warrants and units that the CCM business takes as part of its upfront consideration moved up in value because the related deals either signed business combination agreements or in two cases actually closed business combination agreements. immediately subsequent to the quarter end. So it was, you know, I think they continue doing what they do and they're doing it well.

Yeah, that's helpful. And then I guess just from a macro perspective, are you guys seeing any sort of impacts on number of deals or on timing of deals closing or any sort of impacts?

No, I think it's fairly consistent to what we've seen in the past. I mean, there will be a flurry of activity, then the market will cool off a little bit, but it's not real. I think our pacing is pretty similar to what it's been before.

Okay, great. And then just kind of looking at the pipeline by major categories via SPAC, DSPAC, capital raising, M&A, can you just talk about the pipeline going into the back half of the year here?

Well, I don't think we get publicly all that granular in terms of breaking down the various buckets, but I think if going forward, I would expect our pipeline kind of resembling what we've been doing in the past. Okay, got it.

Fair enough. Well, thanks for taking the questions, guys, and congrats on the quarter. Thank you.

Thank you, Luke.

There are no further questions at this time. I would like to turn the conference back over to Lester for closing remarks.

Thank you and thanks everyone for listening today. We look forward to reconvening in our next quarter.

Thank you. This will conclude today's conference. You may disconnect at this time and thank you for your participation.