en & pany (COHN) - 2025 Q2 - Quarterly Report

FORM 10-Q Filing Information Filing Details This section provides basic filing information for the Quarterly Report on Form 10-Q for Cohen & Company Inc. for the period ended June 30, 2025 - The report is a Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed by COHEN & COMPANY INC[2] - The registrant's common stock (par value $0.01 per share) trades under the symbol COHN on The NYSE American Stock Exchange[3] Common Stock Outstanding as of July 29, 2025 | Metric | Value | | :----- | :---- | | Shares Outstanding | 2,035,863 | Registrant Status Cohen & Company Inc. confirms compliance with SEC filing requirements and is classified as a 'Smaller reporting company' - The registrant has filed all required reports during the preceding 12 months and has been subject to filing requirements for the past 90 days[4] - The registrant has submitted electronically every Interactive Data File required during the preceding 12 months[4] - The company is classified as a 'Smaller reporting company' and is not a 'shell company'[5][6] Forward-Looking Statements Nature of Forward-Looking Statements This section clarifies that the report contains forward-looking statements, which involve known and unknown risks and uncertainties - Forward-looking statements discuss future events or conditions and are not guarantees, involving known and unknown risks and uncertainties[10] - Such statements are based on various underlying assumptions and current expectations about the future[10] Factors Affecting Future Results The company identifies numerous factors that could cause actual results to differ materially from forward-looking statements - Key factors include integration of operations, business strategies, growth opportunities, competitive position, market outlook, and expected financial position[12] - External risks include a decline in general economic conditions, global financial market disruption due to geopolitical instability, and losses from increasing interest rates and inflation[13] - Specific risks related to SPACs include increased regulation, litigation, uncertainty of business combination consummation, and significant competition[13] Company Information and Cautionary Note The company provides its website for SEC filings and other material information, and cautions against undue reliance on forward-looking statements - The company's website (www.cohenandcompany.com) provides SEC filings, annual/quarterly reports, current reports, and other material investor information[15] - Investors are cautioned not to place undue reliance on forward-looking statements, and the company undertakes no obligation to update or revise them[16] Definitions of Certain Terms This section defines key terms used throughout the Form 10-Q to ensure clarity and consistent understanding - The 'Company,' 'we,' 'us,' and 'our' refer to Cohen & Company Inc. and its subsidiaries on a consolidated basis[17] - 'Cohen & Company, LLC' or the 'Operating LLC' refers to the main operating subsidiary of the Company[17] - 'Cohen Securities' refers to Cohen & Company Securities, LLC, a wholly owned broker-dealer subsidiary, formerly known as J.V.B. Financial Group, LLC[18] - 'CCM' refers to Cohen & Company Capital Markets, a division of Cohen Securities, focusing on M&A, underwriting, capital markets, and SPAC advisory services[18] PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements of Cohen & Company Inc. for the period ended June 30, 2025 Consolidated Balance Sheets—June 30, 2025 and December 31, 2024 The consolidated balance sheets show an increase in total assets to $1,131,650 thousand as of June 30, 2025, primarily driven by higher receivables under resale agreements and investments-trading Consolidated Balance Sheet Highlights (Dollars in Thousands) | Metric | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :----------------------------------- | :------------ | :---------------- | :--------- | :--------- | | Total assets | $1,131,650 | $971,149 | $160,501 | 16.5% | | Cash and cash equivalents | $25,996 | $19,590 | $6,406 | 32.7% | | Investments-trading | $170,955 | $148,332 | $22,623 | 15.2% | | Receivables under resale agreements | $790,874 | $668,259 | $122,615 | 18.3% | | Total liabilities | $1,039,192 | $880,866 | $158,326 | 18.0% | | Securities sold under agreements to repurchase | $816,290 | $695,966 | $120,324 | 17.3% | | Total equity | $92,458 | $90,283 | $2,175 | 2.4% | Consolidated Statements of Operations and Comprehensive Income (Loss)—Three and Six Months Ended June 30, 2025 and 2024 The company reported a significant increase in total revenues for both the three and six months ended June 30, 2025, primarily driven by new issue and advisory revenue, leading to a positive net income Consolidated Statements of Operations Highlights (Dollars in Thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------- | :--------- | | Total revenues | $59,871 | $10,798 | $49,073 | 454.5% | | New issue and advisory | $37,411 | $6,500 | $30,911 | 475.6% | | Principal transactions and other income (loss) | $9,535 | ($6,578) | $16,113 | 244.9% | | Total operating expenses | $52,376 | $17,165 | $35,211 | 205.1% | | Operating income (loss) | $7,495 | ($6,367) | $13,862 | 217.7% | | Net income (loss) attributable to Cohen & Company Inc. | $1,408 | ($2,349) | $3,757 | 160.0% | | Basic income (loss) per common share | $0.81 | ($1.45) | $2.26 | 155.9% | | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------- | :--------- | | Total revenues | $88,611 | $29,362 | $59,249 | 201.8% | | New issue and advisory | $70,650 | $30,888 | $39,762 | 128.7% | | Principal transactions and other income (loss) | ($6,195) | ($24,967) | $18,772 | 75.2% | | Total operating expenses | $81,009 | $39,104 | $41,905 | 107.2% | | Operating income (loss) | $7,602 | ($9,742) | $17,344 | 178.0% | | Net income (loss) attributable to Cohen & Company Inc. | $1,737 | ($326) | $2,063 | 633.0% | | Basic income (loss) per common share | $1.01 | ($0.20) | $1.21 | 605.0% | Consolidated Statements of Changes in Equity—Three and Six Months Ended June 30, 2025 and 2024 The consolidated statements of changes in equity reflect an increase in total equity from $90,283 thousand at December 31, 2024, to $92,458 thousand at June 30, 2025 Key Changes in Equity (Six Months Ended June 30, 2025) (Dollars in Thousands) | Metric | Amount | | :------------------------------------------ | :----- | | Total Equity (December 31, 2024) | $90,283 | | Net income | $938 | | Other comprehensive income | $116 | | Equity-based compensation | $1,158 | | Dividends/distributions to convertible non-controlling interest | ($2,614) | | Redemption of convertible non-controlling interest units | ($954) | | Sale of Interest in Vellar GP | ($1,691) | | Non-convertible non-controlling interest investment | $2,669 | | Total Equity (June 30, 2025) | $92,458 | Consolidated Statements of Cash Flows—Six Months Ended June 30, 2025 and 2024 For the six months ended June 30, 2025, the company generated positive net cash from operating and investing activities, resulting in a net increase in cash and cash equivalents Consolidated Cash Flow Summary (Six Months Ended June 30) (Dollars in Thousands) | Activity | 2025 | 2024 | | :----------------------------------- | :----- | :----- | | Operating activities | $6,978 | $930 | | Investing activities | $5,215 | $6,451 | | Financing activities | ($6,442) | ($8,340) | | Effect of exchange rate on cash | $655 | ($116) | | Net increase (decrease) in cash | $6,406 | ($1,075) | | Cash and cash equivalents, end of period | $25,996 | $9,575 | Notes to Consolidated Financial Statements (Unaudited) These notes provide detailed information and explanations supporting the unaudited consolidated financial statements Note 1. Organization and Nature of Operations This note outlines the organizational history of Cohen & Company Inc. and describes its current business as a financial services company specializing in capital markets and asset management - Cohen & Company Inc. is a financial services company specializing in capital markets and asset management services[38] Assets Under Management (AUM) as of June 30, 2025 | Metric | Amount (in thousands) | | :----- | :-------------------- | | Total AUM | $2,200,000 | | AUM in CDOs | $900,000 | - The company's business is organized into three segments: Capital Markets, Asset Management, and Principal Investing[40][41][43][44] Note 2. Basis of Presentation This note clarifies that the financial statements are prepared in conformity with U.S. GAAP for interim financial information and reflect all necessary normal recurring adjustments - Financial statements are prepared in conformity with U.S. GAAP for interim financial information and instructions to Form 10-Q[49] - All intercompany accounts and transactions have been eliminated in consolidation[49] - Management has evaluated subsequent events through the issuance date, with no additional disclosures required[50] Note 3. Summary of Significant Accounting Policies This note details the company's significant accounting policies, including the adoption of new accounting standards and methodologies for fair value measurement - The company adopted several new accounting standards effective January 1, 2024, and January 1, 2025, none of which had a material effect on the consolidated financial statements[54][55][56][57][59][60][61][62] - Recent accounting developments, including ASU 2024-03, 2024-04, 2025-03, and 2025-04, are currently being evaluated for their potential impact on future consolidated financial statements[63][64][65][66] - Fair value measurements for financial instruments are categorized into a three-level hierarchy based on the observability of inputs, with Level 1 for quoted prices in active markets, Level 2 for observable inputs other than quoted prices, and Level 3 for unobservable inputs[68][141][142][143] Note 4. Other Recent Business Transactions or Events This note details significant business events, including the IPO of Columbus Circle Capital Corp I SPAC, the sale of certain CDO management contracts, and the redemption of the JKD Investment Agreement - Columbus Circle Capital Corp I (SPAC) completed its IPO on May 19, 2025, raising $250,000 thousand, with Cohen Securities acting as lead underwriter[79][81] - The company sold CDO management contracts for Alesco Preferred Funding V, Ltd. and Alesco Preferred Funding VIII, Ltd. for a total purchase price of $1,125 thousand, recognizing a gain of $837 thousand[102] - The Operating LLC sold its 33.4% interest in Vellar Opportunities GP, LLC for $10 thousand on February 25, 2025, resulting in a loss on sale of $836 thousand[105] - The JKD Investment Agreement was redeemed on September 1, 2024, with the company paying $2,573 thousand in cash and issuing a $5,146 thousand senior promissory note (2024 Note), of which $2,573 thousand was prepaid during Q2 2025[108] Note 5. Net Trading Net trading revenue for the six months ended June 30, 2025, increased to $19,968 thousand from $18,646 thousand in the prior year, driven by higher net gains and losses and interest income from reverse repos Net Trading Performance (Dollars in Thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net realized gains (losses) | $4,237 | $1,247 | $8,465 | $6,662 | | Net unrealized gains (losses) | $1,682 | $3,762 | $2,307 | $4,728 | | Total Net gains and losses | $5,919 | $5,009 | $10,772 | $11,390 | | Interest income-reverse repos | $10,704 | $11,308 | $20,245 | $19,187 | | Interest expense-repos | ($9,534) | ($10,240) | ($18,036) | ($17,335) | | Net trading | $10,757 | $8,798 | $19,968 | $18,646 | Note 6. Receivables from and Payables to Brokers, Dealers, and Clearing Agencies This note details the composition of receivables from and payables to brokers, dealers, and clearing agencies, with receivables decreasing and payables increasing Receivables from Brokers, Dealers, and Clearing Agencies (Dollars in Thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Deposits with clearing agencies | $250 | $250 | | Unsettled regular way trades, net | $2,468 | $2,263 | | Receivables from clearing agencies | $33,293 | $43,137 | | Total Receivables | $36,011 | $45,650 | Payables to Brokers, Dealers, and Clearing Agencies (Dollars in Thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Margin payable | $79,742 | $66,655 | | Total Payables | $79,742 | $66,655 | - Margin payable represents amounts borrowed from Pershing, LLC, collateralized by the company's trading portfolio and a portion of other investments[119] Note 7. Financial Instruments This note details the composition of the company's investments-trading, trading securities sold, not yet purchased, and other investments at fair value, with investments-trading increasing primarily due to U.S. government agency MBS and CMOs Investments-Trading (Dollars in Thousands) | Instrument | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Corporate bonds and redeemable preferred stock | $20,390 | $27,043 | | Derivatives | $11,349 | $4,836 | | Equity securities | $8,959 | $965 | | U.S. government agency MBS and CMOs | $86,697 | $45,911 | | Total Investments-trading | $170,955 | $148,332 | Trading Securities Sold, Not Yet Purchased (Dollars in Thousands) | Instrument | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Corporate bonds and redeemable preferred stock | $9,616 | $7,342 | | Derivatives | $12,062 | $4,050 | | U.S. Treasury securities | $15,173 | $24,917 | | Total Trading securities sold, not yet purchased | $37,160 | $36,432 | Other Investments, at Fair Value (Dollars in Thousands) | Instrument | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Equity securities | $3,681 | $1,954 | | Restricted equity securities | $25,711 | $10,632 | | Notes receivable | $9,932 | $11,250 | | Total Other investments, at fair value | $50,575 | $35,262 | Note 8. Fair Value Disclosures This note details the company's fair value measurements, categorizing financial instruments into a three-level hierarchy and providing a breakdown of assets and liabilities measured at fair value - The company recognized net gains of $8,890 thousand related to changes in fair value of other investments for the three months ended June 30, 2025, compared to losses of ($19,136 thousand) in the prior year[139] Fair Value Measurements (June 30, 2025) (Dollars in Thousands) | Asset/Liability | Fair Value | Level 1 | Level 2 | Level 3 | | :----------------------------------- | :--------- | :------ | :------ | :------ | | Total investments - trading | $170,955 | $9,151 | $161,804 | $- | | Total other investments, at fair value (excluding NAV) | $41,395 | $20,964 | $20,431 | $- | | Investments measured at NAV | $9,180 | N/A | N/A | N/A | | Total trading securities sold, not yet purchased | $37,160 | $15,173 | $21,987 | $- | - Investments in the U.S. Insurance JV and CREO JV are measured at NAV as a practical expedient and are not categorized within the valuation hierarchy[150][152] Note 9. Derivative Financial Instruments This note describes the company's use of derivative financial instruments primarily for managing risk exposures, with no derivatives designated as hedges - The company does not designate any derivatives as hedges under ASC 815 and generally presents derivative assets and liabilities on a gross basis[176][177] - Derivatives are used to manage risk exposures from foreign currency rates, interest rates, equities, and mortgage-backed trading, including foreign currency forward contracts, TBAs, other forward agency MBS contracts, other extended settlement trades, and SFAs[179] Derivative Financial Instruments - Balance Sheet Information (Dollars in Thousands) | Instrument | Balance Sheet Classification | June 30, 2025 | December 31, 2024 | | :-------------------------- | :--------------------------- | :------------ | :---------------- | | TBAs and other forward agency MBS | Investments-trading | $11,349 | $4,836 | | TBAs and other forward agency MBS | Trading securities sold, not yet purchased | ($12,062) | ($4,050) | | Equity derivatives | Other investments, at fair value | $73 | $73 | | Share forward liabilities | Other investments sold, not yet purchased, at fair value | $- | ($470) | | Total | | ($640) | $389 | Note 10. Collateralized Securities Transactions This note describes the company's collateralized securities transactions, primarily gestation repo and other repo activities, highlighting concentration risk - The company engages in gestation repo, involving matched repo and reverse repo transactions with newly issued mortgage loans as collateral, and other repo transactions for financing securities positions[198][199][201] - The gestation repo business is concentrated with a limited number of reverse repo counterparties, posing significant concentration risk on the demand side[205] Repurchase and Reverse Repurchase Agreements (Dollars in Thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Receivables under resale agreements (reverse repos) | $790,874 | $668,259 | | Fair value of collateral received under reverse repos | $798,308 | $673,684 | | Securities sold under agreements to repurchase (repos) | $816,290 | $695,966 | | Fair value of securities and cash pledged as collateral under repos | $827,537 | $700,202 | | Weighted average interest rate of repurchase agreements (June 30, 2025) | 5.07% | 5.18% (Dec 31, 2024) | | Weighted average interest rate of reverse repurchase agreements (June 30, 2025) | 5.71% | 5.81% (Dec 31, 2024) | Note 11. Investments in Equity Method Affiliates This note details the company's investments accounted for under the equity method, which totaled $24,681 thousand at June 30, 2025 - The company applies equity method accounting for investments where it has significant influence, excluding those for which the fair value option is elected[214][215] Investments in Equity Method Affiliates (Dollars in Thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Dutch Real Estate Entities | $5,954 | $5,105 | | Columbus Circle SPAC | $2,160 | $- | | SPAC Sponsor Entities and Other | $16,567 | $18,325 | | Total | $24,681 | $23,430 | Income (Loss) from Equity Method Affiliates (Six Months Ended June 30) (Dollars in Thousands) | Category | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Dutch Real Estate Entities | $849 | ($759) | | Columbus Circle SPAC | ($1,307) | $- | | SPAC Sponsor Entities and Other | $1,439 | $22,463 | | Total Earnings / (loss) recognized | $981 | $21,704 | Note 12. Leases This note outlines the company's lease accounting under ASC 842, primarily for office space and equipment, with all leases classified as operating leases - All leases are operating leases, with a weighted average remaining term of 9.1 years and a weighted average discount rate of 5.99% as of June 30, 2025[223] Future Maturity of Lease Liabilities (June 30, 2025) (Dollars in Thousands) | Period | Amount | | :------------- | :----- | | 2025 - remaining | $1,200 | | 2026 | $2,471 | | 2027 | $2,491 | | 2028 | $2,504 | | 2029 | $2,417 | | Thereafter | $10,287 | | Total | $21,370 | | Less imputed interest | ($5,048) | | Lease obligation | $16,322 | Rent Expense (Net of Sublease Income) (Dollars in Thousands) | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three months ended June 30 | $660 | $648 | | Six months ended June 30 | $1,314 | $1,282 | Note 13. Other Receivables, Other Assets, Accounts Payable and Other Liabilities This note provides a detailed breakdown of other receivables, other assets, and accounts payable and other liabilities, with other receivables increasing due to higher new issue and advisory fee receivables Other Receivables (Dollars in Thousands) | Category | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | New issue fee and advisory fee receivable - net | $3,008 | $1,158 | | Asset management fees receivable | $2,596 | $2,183 | | Accrued interest and dividend receivable | $1,190 | $1,595 | | Revenue share receivable | $455 | $- | | Total Other receivables | $9,432 | $6,526 | Accounts Payable and Other Liabilities (Dollars in Thousands) | Category | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Accounts payable | $1,075 | $812 | | Accrued compensation | $48,750 | $17,770 | | Payroll taxes payable | $3,152 | $2,056 | | Cash collateral held from repo and or reverse repo counterparties | $- | $3,930 | | Total Accounts payable and other liabilities | $8,373 | $10,913 | - The company recorded a provision for credit loss of $678 thousand for new issue and advisory fee receivables for the six months ended June 30, 2025[231] Note 14. Variable Interest Entities This note discusses the company's involvement with Variable Interest Entities (VIEs), including those it consolidates and those in which it holds variable interests but is not the primary beneficiary - The company consolidates several VIEs where it is deemed the primary beneficiary, with an investment of $10,524 thousand at June 30, 2025[246][248] - For VIEs in its Principal Investing Portfolio where it is not the primary beneficiary, the maximum potential financial statement loss was $13,025 thousand at June 30, 2025[249][254] - The company's asset management contracts are not considered variable interests, and it is not the primary beneficiary of any VIEs it manages[250] Note 15. Debt This note details the company's outstanding debt, which totaled $32,555 thousand at June 30, 2025, down from $34,904 thousand at December 31, 2024 Detail of Debt (Dollars in Thousands) | Description | June 30, 2025 | December 31, 2024 | Interest Rate Terms | Interest (2) | Maturity | | :------------------------------------------ | :------------ | :---------------- | :------------------ | :----------- | :----------- | | 12.00% senior note (the '2024 Note') | $2,573 | $5,146 | Fixed | 12.00% | August 2026 | | 12.00% senior note (the '2020 Note') | $4,500 | $4,500 | Fixed | 12.00% | January 2026 | | Junior subordinated notes (net of discount) | $25,482 | $25,258 | Variable | 8.54%-8.71% | July 2037/March 2035 | | Byline Credit Facility | $- | $- | Variable | NA | June 2026 | | Total | $32,555 | $34,904 | | | | - The company prepaid $2,573 thousand of the 2024 Note during the three months ended June 30, 2025[258] - The Byline Credit Facility, an unsecured line of credit for $15,000 thousand, had no outstanding amounts as of June 30, 2025, and the company was in compliance with all financial covenants[268][272] Interest Expense (Dollars in Thousands) | Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Junior subordinated notes | $1,186 | $1,172 | $2,330 | $2,333 | | 2020/2024 Notes | $288 | $135 | $574 | $262 | | Byline Credit Facility | $22 | $19 | $40 | $38 | | Redeemable financial instrument - JKD Investor | $- | $99 | $- | $458 | | Total Interest Expense | $1,496 | $1,425 | $2,944 | $3,091 | Note 16. Equity This note details the company's equity structure, including common stock, preferred stock, and non-controlling interests, along with cash dividends declared Common Stock Activity (Six Months Ended June 30, 2025) | Metric | Shares | | :------------------------------------------ | :------- | | December 31, 2024 | 1,635,261 | | Vesting of shares | 140,781 | | Shares withheld for employee taxes and retired | (35,187) | | June 30, 2025 | 1,740,855 | - The company declared quarterly cash dividends of $0.25 per share on its Common Stock for March and May 2025[279] Rollforward of Non-Controlling Interests (Dollars in Thousands) | Category | December 31, 2024 | June 30, 2025 | | :------------------------------------------ | :---------------- | :------------ | | Operating LLC | $37,093 | $38,208 | | Other Consolidated Subsidiaries | $11,462 | $10,890 | | Total | $48,555 | $49,098 | - Executives redeemed LLC Units to fund tax liabilities related to vesting restricted units/shares, totaling $955 thousand for Daniel G. Cohen and Lester Brafman in Q2 2025[291][293] Note 17. Income Taxes This note explains the company's income tax provision, which increased to $910 thousand for the six months ended June 30, 2025, with the effective tax rate differing from the U.S. federal rate due to its legal structure and other factors Components of Income Tax Provision (Six Months Ended June 30) (Dollars in Thousands) | Component | 2025 | 2024 | Change ($) | | :-------- | :--- | :--- | :--------- | | Current | $427 | $343 | ($84) | | Deferred | $483 | ($50) | ($533) | | Total | $910 | $293 | ($617) | - The effective tax rate differs from the 21% U.S. federal rate due to minority economic interest in the Operating LLC, consolidation of pass-through entities, state/local/foreign taxes, and valuation allowances against deferred tax assets[296][297][298] - The Big Beautiful Bill Act (OBBBA), enacted July 4, 2025, is expected to have an immaterial impact on the company[300] Note 18. Net Capital Requirements This note details the net capital requirements for the company's broker-dealer subsidiaries, Cohen Securities (U.S.) and CCFESA (Europe), both of which exceeded their minimum required net capital Net Capital Requirements (June 30, 2025) (Dollars in Thousands) | Subsidiary | Minimum Required Net Capital | Actual Net Capital | Excess Net Capital | | :-------------------------- | :--------------------------- | :----------------- | :----------------- | | Cohen Securities (U.S.) | $250 | $49,736 | $49,486 | | CCFESA (Europe) | $729 | $2,025 | $1,296 | Note 19. Earnings / (Loss) Per Common Share This note provides the reconciliation of basic and diluted earnings per common share, showing a significant improvement for the six months ended June 30, 2025 Earnings / (Loss) Per Common Share (Six Months Ended June 30) (Dollars in Thousands, except per share) | Metric | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Net income / (loss) attributable to Cohen & Company Inc. | $1,737 | ($326) | | Basic income (loss) per common share | $1.01 | ($0.20) | | Weighted average shares outstanding-basic | 1,722,409 | 1,598,646 | | Diluted income (loss) per common share | $1.00 | ($0.20) | | Weighted average shares outstanding-diluted | 5,883,087 | 5,657,587 | - Unrestricted LLC Units exchangeable into Cohen & Company Inc. shares are included in diluted EPS calculation when not anti-dilutive[305] Note 20. Commitments and Contingencies This note states that the company is involved in various routine legal proceedings and regulatory inquiries, but management believes these will not have a material adverse effect - The company is a party to routine legal proceedings, claims, and regulatory inquiries, which management believes will not have a material adverse effect[307] - The SEC's enforcement division concluded its investigation into Cohen & Company Financial Management LLC (CCFM) and does not intend to recommend an enforcement action[308] Note 21. Segment and Geographic Information This note provides detailed financial information by the company's three business segments and geographic revenue data, with Capital Markets generating the highest revenue and operating income - The company operates in three business segments: Capital Markets, Asset Management, and Principal Investing, with performance evaluated by the CEO (CODM) using enterprise net income/loss[310] Segment Information (Six Months Ended June 30, 2025) (Dollars in Thousands) | Metric | Capital Markets | Asset Management | Principal Investing | Segment Total | Unallocated | Total | | :-------------------------- | :-------------- | :--------------- | :------------------ | :------------ | :---------- | :---- | | Total revenues | $84,266 | $5,208 | ($863) | $88,611 | $- | $88,611 | | Operating income (loss) | $18,335 | $1,420 | ($1,515) | $18,240 | ($10,638) | $7,602 | | Net income (loss) attributable to Cohen & Company Inc. | $10,894 | $1,767 | $1,132 | $13,793 | ($12,385) | $1,408 | Geographic Revenue (Six Months Ended June 30) (Dollars in Thousands) | Region | 2025 | 2024 | | :------------- | :----- | :----- | | United States | $85,944 | $26,318 | | Europe | $2,667 | $3,044 | | Total | $88,611 | $29,362 | Note 22. Supplemental Cash Flow Disclosure This note provides supplemental cash flow information, including interest and income taxes paid, and significant non-cash transactions Supplemental Cash Flow Data (Six Months Ended June 30) (Dollars in Thousands) | Metric | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Interest paid | $2,800 | $3,164 | | Income taxes paid | $201 | $41 | - Significant non-cash transactions in 2025 included a $31,326 thousand decrease in cash flow from operations for non-cash advisory revenue, resulting in an increase in other investments at fair value and equity method investments[333] - The company recorded a decrease in equity method affiliates of $1,885 thousand and an increase in other investments, at fair value of $1,885 thousand, from an in-kind distribution from equity method affiliates in 2025[333] Note 23. Related Party Transactions This note details various related party transactions, including those with JKD Investor, Cohen Circle, Investment Vehicles, and other SPAC Sponsor Entities - Transactions with JKD Investor include interest expense on the 2024 Note and 2020 Note[336][337] - The company has sublease agreements with Cohen Circle, generating income recorded as a reduction in rent expense[338] Related Party Transactions (Six Months Ended June 30) (Dollars in Thousands) | Category | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Asset management fees (CREO JV, U.S. Insurance JV) | $791 | $974 | | Principal transactions and other income (CREO JV, U.S. Insurance JV, Columbus Circle SPAC, Other SPAC Entities) | $89 | ($214) | | Income (loss) from equity method affiliates (Dutch Real Estate, Columbus Circle SPAC, Other SPAC Entities) | $981 | $23,049 | | Interest expense (JKD Investor) | $574 | $720 | - The company recognized $286 thousand in amortization expense for a corporate aircraft program arrangement with Daniel G. Cohen for the six months ended June 30, 2025[352] Note 24. Due From / Due To Related Parties This note summarizes amounts due from related parties, which totaled $1,289 thousand at June 30, 2025, primarily resulting from normal operating advances or timing differences Due From Related Parties (Dollars in Thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | CREO JV | $131 | $74 | | Employee & other | $747 | $458 | | SPAC Fund - other receivable | $155 | $127 | | U.S. Insurance JV | $256 | $282 | | Total Due from related parties | $1,289 | $941 | - Amounts due from related parties are primarily non-interest bearing[357] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, discussing business segments, market environment, recent events, and a detailed comparison of financial performance Overview The company is a financial services firm specializing in capital markets and asset management, organized into three business segments, generating revenue through various services and investments - The company is a financial services company specializing in capital markets and asset management services, organized into Capital Markets, Asset Management, and Principal Investing segments[362][365] - Capital Markets revenue includes trading, gestation repo financing, new issue and advisory services, and gains/losses on certain investments[364][367] - Asset Management revenue is derived from fee-based services for Investment Vehicles, including CDOs, with $2.2 billion in AUM as of June 30, 2025[365][367] - Principal Investing revenue comes from investments for return, including SPAC franchise investments, and is sensitive to market conditions[365][367] Business Environment The company's business is highly sensitive to economic and financial market conditions, including volatility, interest rates, and mortgage volumes, facing intense competition and risks related to SPAC market activity - Business results are materially affected by economic conditions, financial markets, political conditions, and changes in interest rates, leading to unpredictable earnings[368] - The SPAC market, a significant portion of Principal Investing, is highly sensitive to activity volume, investor demand, and post-business combination SPAC performance[375][376] - Rising interest rates in 2022-2023 negatively impacted the fair value of fixed income securities, equity markets, new issue fixed income volumes, mortgage activity, and increased risk for mortgage originators[383][384] - The company mitigates challenges by focusing on underserved clients, monitoring fixed costs, and hiring entrepreneurial personnel[370] Recent Events Recent events include the IPO of Columbus Circle Capital Corp I SPAC and its subsequent business combination agreement, the sale of certain CDO management contracts, and the redemption of the JKD Investment Agreement - Columbus Circle Capital Corp I (SPAC) completed its IPO on May 19, 2025, raising $250,000 thousand, with Cohen Securities as lead underwriter[385][387] - The Columbus Circle SPAC entered a definitive business combination agreement with ProCap BTC and ProCap Financial on June 23, 2025, with proceeds expected to be used for bitcoin purchases[399][400] - The company sold CDO management contracts for Alesco Preferred Funding V, Ltd. and Alesco Preferred Funding VIII, Ltd. for a total purchase price of $1,125 thousand, recognizing a gain of $837 thousand[409] - The JKD Investment Agreement was redeemed on September 1, 2024, leading to a cash payment of $2,573 thousand and the issuance of a $5,146 thousand 2024 Note, with $2,573 thousand of the principal prepaid during Q2 2025[415] Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024 For the six months ended June 30, 2025, total revenues increased by 202% to $88,611 thousand, primarily driven by a 129% increase in new issue and advisory revenue, resulting in a significant turnaround from an operating loss to a positive net income Consolidated Results of Operations (Six Months Ended June 30) (Dollars in Thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | Total revenues | $88,611 | $29,362 | $59,249 | 201.8% | | Operating income (loss) | $7,602 | ($9,742) | $17,344 | 178.0% | | Net income (loss) attributable to Cohen & Company Inc. | $1,737 | ($326) | $2,063 | 633.0% | Revenues Total revenues for the six months ended June 30, 2025, surged by 202% to $88,611 thousand, primarily due to a 129% increase in new issue and advisory revenue and a substantial improvement in principal transactions Revenue Breakdown (Six Months Ended June 30) (Dollars in Thousands) | Revenue Category | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | Net trading | $19,968 | $18,646 | $1,322 | 7% | | Asset management | $4,188 | $4,795 | ($607) | (13%) | | New issue and advisory | $70,650 | $30,888 | $39,762 | 129% | | Principal transactions and other income (loss) | ($6,195) | ($24,967) | $18,772 | 75% | | Total revenues | $88,611 | $29,362 | $59,249 | 202% | Net Trading Revenue by Group (Six Months Ended June 30) (Dollars in Thousands) | Trading Group | 2025 | 2024 | Change ($) | | :-------------------------- | :----- | :----- | :--------- | | Gestation Repo | $8,637 | $7,149 | $1,488 | | SPAC Equity | $1,406 | $- | $1,406 | | SBAs | $1,118 | $- | $1,118 | | High Yield Corporates | $549 | $3,261 | ($2,712) | | Mortgage | $2,246 | $2,890 | ($644) | | Total | $19,968 | $18,646 | $1,322 | - Asset management fees declined due to continued principal paydowns of assets in CDOs and the recognition of deferred performance fees in 2024[430] - Principal transactions and other income (loss) improved significantly, primarily driven by a reduction in losses from interests in public companies and other principal investments[437][439] Operating Expenses Total operating expenses increased by 107% to $81,009 thousand for the six months ended June 30, 2025, primarily due to a 158% increase in compensation and benefits Operating Expenses Breakdown (Six Months Ended June 30) (Dollars in Thousands) | Expense Category | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | Compensation and benefits | $65,989 | $25,538 | ($40,451) | (158%) | | Business development, occupancy, equipment | $3,817 | $3,032 | ($785) | (26%) | | Subscriptions, clearing, and execution | $4,506 | $4,303 | ($203) | (5%) | | Professional fee and other operating | $6,353 | $5,982 | ($371) | (6%) | | Depreciation and amortization | $344 | $249 | ($95) | (38%) | | Total operating expenses | $81,009 | $39,104 | ($41,905) | (107%) | - The increase in cash compensation and benefits was primarily due to higher incentive compensation driven by increased revenues[452] Non-Operating Income and Expense Non-operating income and expense for the six months ended June 30, 2025, saw a decrease in net interest expense and a gain from the sale of management contracts, but a significant decrease in income from equity method affiliates Non-Operating Income and Expense (Six Months Ended June 30) (Dollars in Thousands) | Category | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | Interest expense, net | ($2,944) | ($3,091) | $147 | 5% | | Gain on sale of management contracts | $837 | $- | $837 | NM | | Income (loss) from equity method affiliates | $981 | $23,049 | ($22,068) | (96%) | - The gain on sale of management contracts resulted from the sale of CDO agreements for Alesco Preferred Funding V, Ltd. and Alesco Preferred Funding VIII, Ltd[461] - The significant decrease in income from equity method affiliates was primarily due to lower contributions from SPAC Sponsor Entities and Other, which had high income in 2024[463][464] Income Tax Expense / (Benefit) Income tax expense increased by $617 thousand to $910 thousand for the six months ended June 30, 2025, compared to $293 thousand in the prior year Income Tax Expense / (Benefit) (Six Months Ended June 30) (Dollars in Thousands) | Component | 2025 | 2024 | Change ($) | | :-------- | :--- | :--- | :--------- | | Current | $427 | $343 | ($84) | | Deferred | $483 | ($50) | ($533) | | Total | $910 | $293 | ($617) | - The company's effective tax rate is influenced by its minority economic interest in the Operating LLC, consolidation of pass-through entities, and valuation allowances[468][469][470] Net Income / (Loss) Attributable to the Non-Convertible Non-Controlling Interest Net income attributable to the non-convertible non-controlling interest shifted from a gain of $11,064 thousand in 2024 to a loss of ($314) thousand in 2025 Non-Convertible Non-Controlling Interest (Six Months Ended June 30) (Dollars in Thousands) | Category | 2025 | 2024 | Change ($) | | :-------------------------- | :----- | :----- | :--------- | | Other SPAC Sponsor Investor | ($353) | $11,892 | $12,245 | | Columbus Circle SPAC | ($825) | $- | $825 | | Vellar GP | $864 | ($828) | ($1,692) | | Total | ($314) | $11,064 | $11,378 | - This interest relates to member interests in consolidated subsidiaries of the Operating LLC that are not convertible into Common Stock[472] Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest Net income attributable to the convertible non-controlling interest was $4,143 thousand for the six months ended June 30, 2025, a significant improvement from a loss of ($815) thousand in the prior year Convertible Non-Controlling Interest (Six Months Ended June 30) (Dollars in Thousands) | Metric | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Net income / (loss) attributable to the Operating LLC | $5,876 | ($1,137) | | Convertible non-controlling interest | $4,143 | ($815) | - This interest represents the portion of the Operating LLC not owned by the company, which is convertible into Common Stock[474] Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024 For the three months ended June 30, 2025, total revenues increased by 454% to $59,871 thousand, driven by a substantial rise in new issue and advisory revenue, leading to a positive net income Consolidated Results of Operations (Three Months Ended June 30) (Dollars in Thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | Total revenues | $59,871 | $10,798 | $49,073 | 454% | | Operating income (loss) | $7,495 | ($6,367) | $13,862 | 218% | | Net income (loss) attributable to Cohen & Company Inc. | $1,408 | ($2,349) | $3,757 | 160% | Revenues Total revenues for the three months ended June 30, 2025, increased by 454% to $59,871 thousand, primarily driven by a 476% increase in new issue and advisory revenue and a significant improvement in principal transactions Revenue Breakdown (Three Months Ended June 30) (Dollars in Thousands) | Revenue Category | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | Net trading | $10,757 | $8,798 | $1,959 | 22% | | Asset management | $2,168 | $2,078 | $90 | 4% | | New issue and advisory | $37,411 | $6,500 | $30,911 | 476% | | Principal transactions and other income (loss) | $9,535 | ($6,578) | $16,113 | 245% | | Total revenues | $59,871 | $10,798 | $49,073 | 454% | Net Trading Revenue by Group (Three Months Ended June 30) (Dollars in Thousands) | Trading Group | 2025 | 2024 | Change ($) | | :-------------------------- | :----- | :----- | :--------- | | Gestation Repo | $4,458 | $3,692 | $766 | | SPAC Equity | $1,406 | $- | $1,406 | | SBAs | $690 | $- | $690 | | High Yield Corporates | $156 | $976 | ($820) | | Mortgage | $1,297 | $1,576 | ($279) | | Total | $10,757 | $8,798 | $1,959 | - Asset management fees from CDOs declined due to principal paydowns, while fees from other investment vehicles increased[493] - Principal transactions and other income (loss) improved significantly, primarily driven by gains from interests in public companies like USA Rare Earth, Inc. and Webull Corporation[500][502] Operating Expenses Total operating expenses increased by 205% to $52,376 thousand for the three months ended June 30, 2025, primarily due to a 314% increase in compensation and benefits Operating Expenses Breakdown (Three Months Ended June 30) (Dollars in Thousands) | Expense Category | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | Compensation and benefits | $44,323 | $10,699 | ($33,624) | (314%) | | Business development, occupancy, equipment | $1,988 | $1,591 | ($397) | (25%) | | Subscriptions, clearing, and execution | $2,332 | $2,217 | ($115) | (5%) | | Professional fee and other operating | $3,561 | $2,533 | ($1,028) | (41%) | | Depreciation and amortization | $172 | $125 | ($47) | (38%) | | Total operating expenses | $52,376 | $17,165 | ($35,211) | (205%) | - The increase in cash compensation and benefits was primarily due to increased incentive compensation driven by higher revenues[515] Non-Operating Income and Expense Non-operating income and expense for the three months ended June 30, 2025, included a gain from the sale of management contracts and an improved performance from equity method affiliates Non-Operating Income and Expense (Three Months Ended June 30) (Dollars in Thousands) | Category | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | Interest expense, net | ($1,496) | ($1,425) | ($71) | (5%) | | Gain on sale of management contracts | $837 | $- | $837 | NM | | Income (loss) from equity method affiliates | ($1,437) | ($5,996) | $4,559 | 76% | - The gain on sale of management contracts was $837 thousand from the sale of CDO agreements[525] - Income from equity method affiliates improved significantly, primarily due to reduced losses from SPAC Sponsor Entities and Other[526][527][528] Income Tax Expense / (Benefit) Income tax expense increased by $976 thousand to $771 thousand for the three months ended June 30, 2025, compared to a benefit of ($205) thousand in the prior year Income Tax Expense / (Benefit) (Three Months Ended June 30) (Dollars in Thousands) | Component | 2025 | 2024 | Change ($) | | :-------- | :--- | :--- | :--------- | | Current | $373 | ($214) | ($587) | | Deferred | $398 | $9 | ($389) | | Total | $771 | ($205) | ($976) | - The company's effective tax rate is influenced by its minority economic interest in the Operating LLC, consolidation of pass-through entities, and valuation allowances[532][533][534] Net Income / (Loss) Attributable to the Non-Convertible Non-Controlling Interest Net income attributable to the non-convertible non-controlling interest improved from a loss of ($5,206) thousand in 2024 to a loss of ($141) thousand in 2025 Non-Convertible Non-Controlling Interest (Three Months Ended June 30) (Dollars in Thousands) | Category | 2025 | 2024 | Change ($) | | :-------------------------- | :----- | :----- | :--------- | | Other SPAC Sponsor Investor | $684 | ($5,141) | ($5,825) | | Columbus Circle SPAC | ($825) | $- | $825 | | Vellar GP | $- | ($65) | ($65) | | Total | ($141) | ($5,206) | ($5,065) | - This interest relates to member interests in consolidated subsidiaries of the Operating LLC that are not convertible into Common Stock[537] Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest Net income attributable to the convertible non-controlling interest was $3,361 thousand for the three months ended June 30, 2025, a significant improvement from a loss of ($6,028) thousand in the prior year Convertible Non-Controlling Interest (Three Months Ended June 30) (Dollars in Thousands) | Metric | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Net income / (loss) attributable to the Operating LLC | $4,766 | ($8,384) | | Convertible non-controlling interest | $3,361 | ($6,028) | - This interest represents the portion of the Operating LLC not owned by the company, which is convertible into Common Stock[539] Liquidity and Capital Resources The company's liquidity is supported by operating activities, corporate borrowings, and collateralized securities financing, with cash and cash equivalents increasing to $25,996 thousand at June 30, 2025 - Primary sources of funds are operating activities and general corporate borrowings, with trading operations financed by collateralized securities financing and margin loans[543] - Cash and cash equivalents increased by $6,406 thousand to $25,996 thousand at June 30, 2025, driven by operating and investing activities[548][552] - The company's seven primary uses for capital include funding Capital Markets operations, Asset Management expansion, principal investments, M&A, dividends, stock repurchases, and debt repayment[551] Minimum Net Capital Requirements (June 30, 2025) (Dollars in Thousands) | Region | Minimum Required Net Capital | | :------------- | :--------------------------- | | United States | $250 | | Europe | $729 | | Total | $979 | Contractual Obligations (June 30, 2025) (Dollars in Thousands) | Obligation | Total | Less than 1 Year | 1 - 3 Years | 3 - 5 Years | More than 5 Years | | :-------------------------- | :------ | :--------------- | :---------- | :---------- | :---------------- | | Operating lease arrangements | $22,924 | $2,683 | $5,780 | $4,943 | $9,518 | | Maturity of 2024 Note | $2,573 | $- | $2,573 | $- | $- | | Maturity of 2020 Note | $4,500 | $4,500 | $- | $- | $- | | Maturities on junior subordinated notes | $48,125 | $- | $- | $- | $48,125 | | Interest on junior subordinated notes | $46,841 | $4,144 | $8,287 | $8,287 | $26,123 | Recent Accounting Pronouncements This section highlights recent FASB ASUs (2025-03 and 2025-04) that the company is currently evaluating for their potential impact on consolidated financial statements - ASU 2025-03 revises guidance for determining the accounting acquirer in VIE acquisitions, effective for annual periods after December 15, 2026[584] - ASU 2025-04 clarifies revenue recognition timing for share-based consideration payable to customers, effective for annual periods after December 15, 2026[585] - The company is currently evaluating the new guidance from both ASUs to determine their impact[584][585] Critical Accounting Policies and Estimates The company emphasizes the importance of its accounting policies and estimates, particularly those requiring significant judgment, with no material changes reported during the quarter - The company's accounting policies and estimates are critical for financial reporting, especially those requiring assumptions about future events and judgments affecting reported amounts[586] - Management regularly reviews accounting policies, assumptions, estimates, and judgments to ensure fair presentation in accordance with U.S. GAAP[586] - No material changes to critical accounting policies and estimates were reported during the three months ended June 30, 2025[586] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section details the company's exposure to market risk, including interest rate risk, equity price risk, and counterparty risk, and outlines the strategies used to manage these risks - Market risk arises from adverse impacts of market changes on trading and investment positions, covering both derivative and non-derivative financial instruments[587] - As of June 30, 2025, a 100 bps adverse shift in the yield curve would result in a $1,715 thousand loss for fixed rate securities, and a 10% adverse change in equity prices would result in a $3,812 thousand loss[590][591] - The company manages market risk through underwriting, credit analysis, daily monitoring, and hedging strategies, including offsetting short positions and derivatives[598] - Counterparty risk in gestation repo and TBA activities is managed by credit assessments, requiring collateral (margin), and maintaining haircuts[599][600][601] Item 4. Controls and Procedures The company's management concluded that its disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2025[604] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[605] PART II. OTHER INFORMATION Item 1. Legal Proceedings This section incorporates by reference the information on commitments and contingencies from Note 20 to the consolidated financial statements - Legal proceedings information is incorporated by reference from Note 20 to the consolidated financial statements[607] Item 1A. Risk Factors This section advises readers to review the risk factors from the company's Annual Report on Form 10-K for the year ended December 31, 2024, as no material changes have occurred - Readers should review risk factors from the Annual Report on Form 10-K for the year ended December 31, 2024[608] - No material changes in significant risk factors affecting the business and operations have occurred since the last annual report[608] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section discusses the company's dividend policy and regulatory restrictions on capital withdrawals from its broker-dealer subsidiaries, noting no share repurchases during the quarter - The company's board of directors has the power to decide on dividends, which depend on business, financial, and regulatory considerations[609] - Cohen Securities and CCFESA are subject to regulatory capital restrictions that limit capital withdrawals and distributions[610] Issuer Purchases of Equity Securities (April 1 - June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet be Purchased under the Plans or Programs | | :-------------------------- | :------------------------------- | :--------------------------- | :---------------------------------------------------------------- | :-------------------------------------------------------------------------------- | | April 1 through April 30, 2025 | - | $- | - | $34,704 | | May 1 through May 31, 2025 | - | $- | - | $34,704 | | June 1 through June 30, 2025 | - | $- | - | $34,704 | | Total | - | | - | | Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities - There were no defaults upon senior securities[612] Item 4. Mine Safety Disclosures This section states that there are no mine safety disclosures - There are no mine safety disclosures[612] Item 5. Other Information This section discloses that no executive officers or directors adopted, modified, or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the six months ended June 30, 2025 - No executive officers or directors adopted, modified, or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements dur