ORGANIZATION AND NATURE OF OPERATIONS

Organizational History

Cohen Brothers, LLC (“Cohen Brothers”) was formed on

October

2004

by Cohen Bros. Financial, LLC (“CBF”). Cohen Brothers was established to acquire the net assets of CBF's subsidiaries (the “Formation Transaction”): Cohen Bros. & Company, Inc.; Cohen Frères SAS; Dekania Investors, LLC; Emporia Capital Management, LLC; and the majority interest in Cohen Bros. & Toroian Investment Management, Inc. The Formation Transaction was accomplished through a series of transactions occurring between

March

2005

and

May

31,

2005.

From its formation until

December

16,

2009,

Cohen Brothers operated as a privately-owned limited liability company. On

December

16,

2009,

Cohen Brothers completed its merger (the “AFN Merger”) with a subsidiary of Alesco Financial Inc. (“AFN”), a publicly traded real estate investment trust.

As a result of the AFN Merger, AFN contributed substantially all of its assets into Cohen Brothers in exchange for newly issued units of membership interests directly from Cohen Brothers. In addition, AFN received additional Cohen Brothers membership interests directly from its members in exchange for AFN common stock. In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the AFN Merger was accounted for as a reverse acquisition, and Cohen Brothers was deemed to be the accounting acquirer. As a result, all of AFN's assets and liabilities were required to be revalued at fair value as of the acquisition date. The remaining units of membership interests of Cohen Brothers that were

not

held by AFN were included as a component of non-controlling interest in the consolidated balance sheets.

Subsequent to the AFN Merger, AFN was renamed Cohen & Company Inc. In

January 2011,

it was renamed again as Institutional Financial Markets, Inc. (“IFMI”) and on

September 1, 2017

it was renamed again as Cohen & Company Inc. Effective

January

2010,

the Company ceased to qualify as a REIT.

September

2017,

the Company (i) changed its name back from Institutional Financial Markets, Inc. to Cohen & Company Inc. and the Company's trading symbol on the NYSE American Stock Exchange from “IFMI” to “COHN”; (ii) effected a

for

reverse stock split; and (iii) increased the par value of Common Stock from

$0.001

per share to

$0.01

per share. All share and per share amounts, and exercise and conversion prices for all periods presented reflect the reverse split as if it had occurred as of the beginning of the

first

period presented.

The Company

We are a financial services company specializing in fixed income markets and, more recently, the SPAC markets. As of

December 31, 2020

, the Company had

$2.77

billion in assets under management (“AUM”) of which

$2.06

billion, was in collateralized debt obligations (“CDOs”). The remaining portion of AUM is from a diversified mix of Investment Vehicles (as defined herein).

In these financial statements, the “Company” refers to Cohen & Company Inc. and its subsidiaries on a consolidated basis. Cohen & Company, LLC or the “Operating LLC” refers to the main operating subsidiary of the Company. “Cohen Brothers” refers to the pre-AFN Merger Cohen Brothers, LLC and its subsidiaries. “AFN” refers to the pre-merger Alesco Financial Inc. and its subsidiaries. When the term “Cohen & Company Inc.” is used, it is referring to the parent company itself; “JVB Holdings” refers to J.V.B. Financial Holdings, LP; “JVB” refers to J.V.B. Financial Group LLC, a broker dealer subsidiary; “CCFL” refers to Cohen & Company Financial Limited (formerly known as EuroDekania Management LTD), a subsidiary formerly regulated by the Financial Conduct Authority (formerly known as Financial Services Authority) in the United Kingdom; “CCFEL” refers to Cohen & Company Financial (Europe) Limited, a subsidiary regulated by the Central Bank of Ireland in Ireland; and “EuroDekania” refers to EuroDekania (Cayman) Ltd., a Cayman Islands exempted company that was externally managed by CCFL.

The Company's business is organized into the following

three

business segments.

Capital Markets

: The Company's Capital Markets business segment consists primarily of fixed income sales, trading, matched book repurchase agreement (“repo”) financing, new issue placements in corporate and securitized products, and advisory services. The Company's fixed income sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers. The Company specializes in a variety of products, including but

not

limited to: corporate bonds, asset backed securities (“ABS”), mortgage backed securities (“MBS”), residential mortgage backed securities (“RMBS”), CDOs, collateralized loan obligations (“CLOs”), collateralized bond obligations (“CBOs”), collateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, Small Business Administration (“SBA”) loans, U.S. government bonds, U.S. government agency securities, brokered deposits and certificates of deposit (“CDs”) for small banks, and hybrid capital of financial institutions including trust preferred securities (“TruPS”), whole loans, residential transition loans ("RTLs"), and other structured financial instruments. The Company also offers execution and brokerage services for equity products. The Company operates its capital markets activities primarily through its subsidiaries: JVB in the United States and CCFEL in Europe.

Asset Management

: The Company's Asset Management business segment manages assets within CDOs, managed accounts, joint ventures, and investment funds (collectively referred to as “Investment Vehicles”). A CDO is a form of secured borrowing. The borrowing is secured by different types of fixed income assets such as corporate or mortgage loans or bonds. The borrowing is in the form of a securitization, which means that the lenders are actually investing in notes backed by the assets. In the event of default, the lenders will have recourse only to the assets securing the loan. The Company's Asset Management business segment includes its fee-based asset management operations, which include ongoing base and incentive management fees.

Principal Investing

: The Company's Principal Investing business segment is comprised of investments that the Company holds related to its SPAC franchise and other investments the Company has made for the purpose of earning an investment return rather than investments made to support the Company's trading, matched book repo, or other Capital Markets business segment activities. These investments are included in the Company's other investments, at fair value and investments in equity method affiliates in the Company's consolidated balance sheets.

The Company generates its revenue by business segment primarily through the following activities.

Capital Markets

	•	Trading activities of the Company, which include execution and brokerage services, riskless trading activities as well as gains and losses (unrealized and realized) and income and expense earned on securities and derivatives classified as trading;
	•	Net interest income on the Company's matched book repo financing activities; and
	•	New issue and advisory revenue comprised primarily of (i) new issue revenue associated with originating, arranging, or placing newly created financial instruments; and (ii) revenue from advisory services.

Asset Management

•

Asset management fees for the Company's on-going asset management services provided to certain Investment Vehicles, which

may

include fees both senior and subordinate to the securities in the Investment Vehicle, and incentive management fees earned based on the performance of the various Investment Vehicles.

Principal Investing

	•	Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value.
	•	Income and loss earned on equity method investments.

The activities noted above were carried out through the following main operating subsidiaries of the Company as of

December 31, 2020

	1.	Cohen & Company Financial Management, LLC (“CCFM”) is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment adviser to the Alesco I CDO, and the Alesco III through IX CDOs. Alesco CDOs invest in bank and insurance company TruPS as well as insurance company subordinated debt. CCFM also manages the SPAC Funds and SPAC Series Funds. See note 4.
	2.	Dekania Capital Management, LLC (“DCM”) is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment adviser to the Company's Dekania Europe II CDO and Dekania Europe III CDO. The Dekania Europe II CDO and Dekania Europe III CDO invest primarily in financial institution TruPS and insurance company subordinated debt denominated in Euros. DCM also manages the U.S. Insurance JV.
	3.	JVB is a wholly owned subsidiary of the Operating LLC. JVB is a securities broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”), the Securities Industry Protection Corporation (“SIPC”), and the Fixed Income Clearing Corporation (“FICC”). JVB carries out the Company's Capital Market business segment activities in the U.S.
	4.	CCFL was previously regulated by the United Kingdom Financial Conduct Authority (“FCA”). CCFL in the past acted as asset manager and investment adviser to the Company's Dekania Europe III CDO. CCFL also carried out certain of the Company's Capital Markets business segment activities in Europe including brokerage, advisory, and new issue services. During 2020, CCFL reduced its permissions with the FCA and no longer is a regulated UK entity. As a result no capital requirement is necessary in the United Kingdom. The Company is in the process of dissolving CCFL.
	5.	CCFEL is regulated by Central Bank of Ireland (“CBI”) and performs asset management and capital markets activities in Ireland and the European Union. In April 2019, CCFEL received authorization from the CBI under the European Union Regulations 2017 to provide investment services in respect of certain financial instruments including transferable securities, money-market instruments, units in collective investment undertakings and various option, futures, swaps, forward rate agreements, and other derivative contracts. CCFEL also acts as asset manager to certain separate accounts and Investment Vehicles based in Europe. See note 4.
	6.	Cohen & Compagnie SAS (formerly Cohen Fréres SAS), the Company's French subsidiary, acts as a credit research adviser to Dekania Capital Management, LLC, and CCFEL in analyzing the creditworthiness of insurance companies and financial institutions in Europe with respect to all assets included in the Dekania Europe CDOs and certain other Investment Vehicles.
	7.	SPAC Sponsor Entities: A series of LLC's set up to pool investor funds and invest in private placements of Company sponsored special purpose acquisition companies ("SPACs"). See note 4.