AP NEWS

Cohen & Company Reports Second Quarter 2018 Financial Results

August 1, 2018

PHILADELPHIA and NEW YORK, Aug. 01, 2018 (GLOBE NEWSWIRE) -- Cohen & Company Inc. (NYSE American:COHN), formerly known as Institutional Financial Markets, Inc., a financial services firm specializing in fixed income markets, today reported financial results for its second quarter ended June 30, 2018.

Summary Operating Results

Three Months Six Months Ended Ended ---------- ---------- ---------- ---------------------- ($ in thousands) 6/30/18 3/31/18 6/30/17 6/30/18 6/30/17 ---------- ---------- ---------- ---------- ---------- Total revenues $ 12,190 $ 9,338 $ 11,374 $ 21,528 $ 25,866 Compensation and benefits 6,589 5,194 5,549 11,783 12,734 Non-compensation operating expenses 4,226 4,504 4,099 8,730 8,818 - ------ - - ------ - - ------ - - ------ - - ------ - Operating income 1,375 (360 ) 1,726 1,015 4,314 Interest expense, net (2,201 ) (1,819 ) (1,112 ) (4,020 ) (2,724 ) - ------ - - ------ - - ------ - - ------ - - ------ - Income (loss) before income tax expense (benefit) (826 ) (2,179 ) 614 (3,005 ) 1,590 Income tax expense (benefit) (636 ) (28 ) 2 (664 ) 7 - ------ - - ------ - - ------ - - ------ - - ------ - Net income (loss) (190 ) (2,151 ) 612 (2,341 ) 1,583 Less: Net income (loss) attributable to the (270 ) (677 ) 186 (947 ) 485 noncontrolling interest - ------ - - ------ - - ------ - - ------ - - ------ - Net income (loss) attributable to Cohen & Company $ 80 $ (1,474 ) $ 426 $ (1,394 ) $ 1,098 Inc. - ------ - - ------ - - ------ - - ------ - - ------ - Fully diluted net income (loss) per share $ 0.07 $ (1.26 ) $ 0.35 $ (1.19 ) $ 0.84 - ------ - - ------ - - ------ - - ------ - - ------ -

-- Revenues during the three months ended June 30, 2018 increased $2.9 million and $0.8 million from the prior quarter and prior year quarter, respectively. o The increase from the prior quarter was comprised primarily of (i) an increase of $1.0 million in net trading from higher trading activity primarily in municipals, corporates, and GCF matched book repo; (ii) an increase of $1.4 million in asset management due to performance fees earned on European managed accounts in the current quarter; (iii) an increase of $1.0 million in principal transactions due to favorable marks on the Company’s investment in EuroDekania; partially offset by (iv) a decrease of $0.5 million in new issue and advisory. o The increase from the prior year quarter was comprised primarily of (i) an increase of $1.1 million in net trading from higher trading activity primarily in corporates and GCF matched book repo; (ii) an increase of $1.5 million in asset management due to performance fees earned on European managed accounts in the current quarter; (iii) an increase of $1.4 million in principal transactions due to favorable marks on the Company’s investments in EuroDekania, CLO equity, and SPAC equity; partially offset by (iv) a decrease of $2.5 million in other revenue due to a large Star Asia revenue share payment earned in 2017; and (v) a decrease of $0.7 million in new issue and advisory. -- Compensation as a percentage of revenue was 54% for the three months ended June 30, 2018, compared to 56% for the three months ended March 31, 2018, and 49% for the three months ended June 30, 2017. The number of Cohen & Company employees was 87 as of June 30, 2018, compared to 92 as of March 31, 2018, and 82 as of June 30, 2017. -- Interest expense during the three months ended June 30, 2018 increased from the prior quarter and prior year quarter by $0.4 million and $1.1 million, respectively. The increase from the prior quarter was primarily due to $0.2 million of increased interest on redeemable financial instruments, $0.1 million related to a new credit facility, and $0.1 million of increased interest on junior subordinated notes. The increase from the prior year quarter was primarily due to $0.9 million of increased interest on redeemable financial instruments, $0.1 million related to a new credit facility, and $0.1 million of increased interest on junior subordinated notes. -- Income tax benefit increased in the quarter ending June 30, 2018 as a result of the Company estimating that it will incur a net operating loss for 2018 for US income tax purposes. Therefore, the Company expects to have additional net operating loss carryforwards available to offset a portion of its deferred tax liability in future years. The reduction of the deferred tax liability is recorded as an income tax benefit.

Lester Brafman, Chief Executive Officer of Cohen & Company, said, “We are pleased with the Company’s second quarter results, which reflect our improved performance and continued focus on executing our strategic plan. Revenue in the second quarter was driven by better performance in our broker-dealer business as well as gains in our Asset Management and Principal Investing business segments. We continue to focus on the development of several new revenue sources across our Asset Management and Capital Markets platforms that are less dependent on the day-to-day fluctuations of the financial markets. We remain committed to enhancing stockholder value, and in the second quarter we continued to pay our quarterly dividend.”

Total Equity and Dividend Declaration

-- As of June 30, 2018, total equity was $44.9 million, compared to $48.2 million as of December 31, 2017. -- The Company’s Board of Directors has declared a dividend of $0.20 per share. The dividend will be payable on August 31, 2018, to stockholders of record on August 17, 2018.

Conference Call

Management will hold a conference call this morning at 10:00 a.m. Eastern Time to discuss these results. The conference call will also be available via webcast. Interested parties can access the webcast by clicking the webcast link on the Company’s website at www.cohenandcompany.com. Those wishing to listen to the conference call with operator assistance can dial (877) 686-9573 (domestic) or (706) 643-6983 (international), participant pass code 4396513, or request the Cohen & Company earnings call. A replay of the call will be available for two weeks following the call by dialing (800) 585-8367 (domestic) or (404) 537-3406 (international), participant pass code 4396513.

About Cohen & Company

Cohen & Company is a financial services company specializing in fixed income markets. It was founded in 1999 as an investment firm focused on small-cap banking institutions, but has grown to provide 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 fixed income sales, trading, and matched book repo financing as well as new issue placements in corporate and securitized products, and advisory services, operating primarily through Cohen & Company’s subsidiaries, J.V.B. Financial Group, LLC in the United States and Cohen & Company Financial Limited in Europe. The Asset Management segment manages assets through collateralized debt obligations, managed accounts, and investment funds. As of June 30, 2018, the Company managed approximately $3.2 billion in fixed income assets in a variety of asset classes including US and European trust preferred securities, subordinated debt, and corporate loans. As of June 30, 2018, 88.2% of the Company’s assets under management were in collateralized debt obligations that Cohen & Company manages, which were all securitized prior to 2008. The Principal Investing segment has historically been comprised of investments in Cohen & Company’s sponsored investment vehicles, but has changed to include investments in certain non-sponsored vehicles. For more information, please visit www.cohenandcompany.com.

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, (b) losses caused by financial or other problems experienced by third parties, (c) losses due to unidentified or unanticipated risks, (d) a lack of liquidity, i.e., ready access to funds for use in our businesses, (e) the ability to attract and retain personnel, (f) litigation and regulatory issues, (g) competitive pressure, (h) an inability to generate incremental income from acquired businesses, (i) unanticipated market closures due to inclement weather or other disasters, (j) losses (whether realized or unrealized) on our principal investments, including on our CLO investments, (k) the possibility that payments to the Company of subordinated management fees from its European CLO will continue to be deferred or will be discontinued, and (l) the possibility that the 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. 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 Six Months Ended Ended ---------- ---------- ---------- ---------------------- 6/30/18 3/31/18 6/30/17 6/30/18 6/30/17 ---------- ---------- ---------- ---------- ---------- Revenues Net trading $ 7,186 $ 6,191 $ 6,095 $ 13,377 $ 14,170 Asset management 3,205 1,804 1,731 5,009 4,423 New issue and 177 696 868 873 1,980 advisory Principal 1,443 449 21 1,892 490 transactions Other revenue 179 198 2,659 377 4,803 - ------ - - ------ - - ------ - - ------ - - ------ - Total revenues 12,190 9,338 11,374 21,528 25,866 - ------ - - ------ - - ------ - - ------ - - ------ - Operating expenses Compensation and 6,589 5,194 5,549 11,783 12,734 benefits Business development, 644 867 697 1,511 1,283 occupancy, equipment Subscriptions, clearing, and 2,151 1,834 1,667 3,985 3,380 execution Professional services 1,379 1,742 1,674 3,121 4,028 and other operating Depreciation and 52 61 61 113 127 amortization Total operating 10,815 9,698 9,648 20,513 21,552 expenses - ------ - - ------ - - ------ - - ------ - - ------ - Operating income 1,375 (360 ) 1,726 1,015 4,314 (loss) - ------ - - ------ - - ------ - - ------ - - ------ - Non-operating income (expense) Interest expense, net (2,201 ) (1,819 ) (1,112 ) (4,020 ) (2,724 ) Income (loss) before income tax expense (826 ) (2,179 ) 614 (3,005 ) 1,590 (benefit) Income tax expense (636 ) (28 ) 2 (664 ) 7 (benefit) - ------ - - ------ - - ------ - - ------ - - ------ - Net income (loss) (190 ) (2,151 ) 612 (2,341 ) 1,583 Less: Net income (loss) attributable (270 ) (677 ) 186 (947 ) 485 to the noncontrolling interest - ------ - - ------ - - ------ - - ------ - - ------ - Net income (loss) attributable to Cohen $ 80 $ (1,474 ) $ 426 $ (1,394 ) $ 1,098 & Company Inc. - ------ - - ------ - - ------ - - ------ - - ------ - Earnings per share Basic Net income (loss) attributable to Cohen $ 80 $ (1,474 ) $ 426 $ (1,394 ) $ 1,098 & Company Inc. Basic shares 1,173 1,172 1,217 1,173 1,208 outstanding Net income (loss) attributable to Cohen $ 0.07 $ (1.26 ) $ 0.35 $ (1.19 ) $ 0.91 & Company Inc. per share - ------ - - ------ - - ------ - - ------ - - ------ - Fully Diluted Net income (loss) attributable to Cohen $ 80 $ (1,474 ) $ 426 $ (1,394 ) $ 1,098 & Company Inc. Net income (loss) attributable to the (270 ) (677 ) 186 (947 ) 485 noncontrolling interest Net interest attributable to - - 354 - 435 convertible debt Income tax and 306 7 - 313 - conversion adjustment - ------ - - ------ - - ------ - Enterprise net income $ 116 $ (2,144 ) $ 966 $ (2,028 ) $ 2,018 (loss) - ------ - - ------ - - ------ - - ------ - - ------ - Basic shares 1,173 1,172 1,217 1,173 1,208 outstanding Unrestricted Operating LLC membership units 532 532 532 532 532 exchangeable into COHN shares Additional share attributable to - - 1,035 - 644 convertible debt Additional dilutive 14 - 8 - 14 shares Fully diluted shares 1,719 1,704 2,792 1,705 2,398 outstanding - ------ - - ------ - - ------ - - ------ - - ------ - Fully diluted net income (loss) per $ 0.07 $ (1.26 ) $ 0.35 $ (1.19 ) $ 0.84 share --------------------- ---------- ---------- ---------- ---------- ----------

COHEN & COMPANY INC. CONSOLIDATED BALANCE SHEETS (in thousands) --------------------------------------------------------------------------------------- June 30, 2018 (unaudited) December 31, 2017 ------------- ------------- Assets Cash and cash equivalents $ 16,621 $ 22,933 Receivables from brokers, dealers, and clearing agencies 95,321 103,596 Due from related parties 464 545 Other receivables 4,571 3,513 Investments - trading 180,236 202,257 Other investments, at fair value 31,424 12,867 Receivables under resale agreements 2,415,347 1,680,883 Goodwill 7,992 7,992 Other assets 2,785 1,672 Total assets $ 2,754,761 $ 2,036,258 - --------- - - --------- - Liabilities Payables to brokers, dealer, and clearing agencies $ 89,916 $ 130,558 Accounts payable and other liabilities 9,089 5,208 Accrued compensation 2,777 4,406 Trading securities sold, not yet purchased 88,546 91,887 Securities sold under agreements to repurchase 2,455,973 1,692,279 Deferred income taxes 2,166 2,855 Redeemable financial instruments 16,732 16,732 Debt 44,622 44,177 Total liabilities 2,709,821 1,988,102 - --------- - - --------- - Equity Voting nonconvertible preferred stock 5 5 Common stock 12 12 Additional paid-in capital 69,015 69,202 Accumulated other comprehensive loss (880 ) (850 ) Accumulated deficit (30,403 ) (28,497 ) - --------- - - --------- - Total stockholders’ equity 37,749 39,872 Noncontrolling interest 7,191 8,284 - --------- - - --------- - Total equity 44,940 48,156 - --------- - - --------- - Total liabilities and equity $ 2,754,761 $ 2,036,258 -------------------------------------------------------- ------------- -------------

Contact:

Investors - Cohen & Company Inc. Joseph W. Pooler, Jr. Executive Vice President and Chief Financial Officer 215-701-8952 investorrelations@cohenandcompany.com

Media - Joele Frank, Wilkinson Brimmer KatcherJames Golden or Andrew Squire 212-355-4449 jgolden@joelefrank.com or asquire@joelefrank.com

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