8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2010

COHEN & COMPANY INC.

(Formerly Alesco Financial Inc.)

(Exact name of registrant as specified in its charter)

Maryland	1-32026	16-1685692
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Cira Centre 2929 Arch Street, 17th Floor Philadelphia, Pennsylvania	19104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On May 25, 2010, Cohen & Company Inc. posted a presentation in the investor relations section of its website at www.cohenandcompany.com/investorrelations.

The presentation is furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the registrant specifically incorporates it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

By furnishing the presentation, the registrant makes no admission as to the materiality of the information included in the presentation. The registrant undertakes no duty or obligation to publicly update or to revise the information included in the presentation, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the Securities and Exchange Commission, through news releases or through other public disclosure.

Item 8.01 Other Events

Cohen & Company Inc.’s Computation of the Ratio of Earnings to Fixed Charges for the fiscal years ended December 31, 2005, December 31, 2006, December 31, 2007, December 31, 2008 and December 31, 2009 and the three months ended March 31, 2010 is attached hereto as Exhibit 12.1 and is incorporated by reference into this Current Report on Form 8-K and Cohen & Company Inc.’s effective Registration Statement on Form S-3 (File No. 333-166385) filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
12.1	Computation of Ratios.
99.1	Presentation Posted to Cohen & Company Inc. Website on May 25, 2010.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COHEN & COMPANY INC.
Date: May 25, 2010	By:	/s/ Joseph W. Pooler, Jr.
		Joseph W. Pooler, Jr.
		Executive Vice President,
		Chief Financial Officer and Treasurer

3

EX-12.1

Exhibit 12.1

Cohen & Company Inc.

Computation of Ratio of Earnings to Fixed Charges

(Dollars in thousands)

The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated:

	Three Months  Ended March 31, 2010			For the year ended December 31,
				2009			2008			2007			2006			2005
Income (loss) before income tax expense (benefit)	$	5,292		$	(11,794	)	$	(6,136	)	$	(18,823	)	$	(9,500	)	$	63,954
Less: Net income (loss) attributable to non-controlling interests		—			(98	)		(1,259	)		3,067			752			71
Pre-tax income		5,292			(11,696	)		(4,877	)		(21,890	)		(10,252	)		63,883
Adjustments:
(Income) /loss from equity method affiliates		(14	)		3,455			(262	)		(11,719	)		(3,503	)		(16	)
Distributed income from equity method affiliates		350			925			500			—			96			—
Fixed charges		2,170			5,670			9,304			11,889			4,209			179
Earnings before taxes and fixed charges as adjusted	$	7,798		$	(1,646	)	$	4,665		$	(21,720	)	$	(9,450	)	$	64,046
Fixed charges:
Interest expense on all indebtedness (a)		1,993		$	4,980		$	8,546		$	11,019		$	3,647		$	—
Rental expense deemed to be interest (b)		177			690			758			870			562			179
Total fixed charges	$	2,170		$	5,670		$	9,304		$	11,889		$	4,209		$	179
Ratio of earnings to fixed charges		3.59			(c)			(c)			(c)			(c)			N/M

These ratios are based on the historical financial statements of Cohen Brothers, LLC, which became our financial statements as a result of the reverse merger in December 2009 of Cohen Brothers LLC into a subsidiary of ours.

(a) Interest expense includes amortization expense for debt issuance costs and discount on debt. Interest expense does not include interest related to uncertain tax positions which is included as part of income tax expense in the consolidated statements of operations.

(b) Calculated as one-third of operating lease rental expense deemed to be representative of the interest factor inherent in rents.

(c) The earnings were inadequate to cover total fixed charges. For the years ended December 31, 2009, 2008, 2007, and 2006, we would have needed additional pre-tax income attributable to Cohen & Company Inc. of $7,316, $4,639, $33,609, and $13,659, respectively, to achieve coverage of 1:1 in these periods.

EX-99.1

Building Greater Opportunities

for Profitable and Sustained Growth

May 2010

Exhibit 99.1

2

Forward-Looking Statements

This presentation 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”

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.  These factors

include,

but

are

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/sec-filings.

In

particular,

these

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, and (h) a

potential

“Ownership

Change”

under

Section

382

of

the

Internal

Revenue

Code.

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.

3

Table of Contents

Page

1.

Overview of Cohen & Company

4

2.

Cohen & Company’s Businesses

A.

Capital Markets

11

B.

Asset Management

15

3.

Financial Summary

17

4.

Summary

25

Section 1

Overview of Cohen & Company

5

Overview

•

Founded in 1999 as small-cap financials investment bank.

•

Participated actively in helping banks and insurance companies issue trust preferred securities

($11.4 billion issued).

•

Two

main

operating

businesses

–

capital

markets

and

asset

management.

•

Specialist

in

credit-related

fixed

income

–

one

of

the

largest

and

most

profitable

areas

of

the

capital markets.

•

Consistent

and

diversified

base

of

revenue

and

profitability

-

asset

management

base

fee

income

and core trading.

•

Pursuing higher margin businesses: new issue, advisory, big ticket trading, and principal

transactions.

•

Merged with Alesco

Financial Inc. in December 2009.

•

Listed on the NYSE Amex under the symbol “COHN.”

•

Headquartered in Philadelphia, additional offices in Boston, Chicago, London, Los Angeles, New

York, Paris, San Francisco, Washington DC, among other locations.

•

Approximately 150 employees.

Transactional & Management Expertise in Credit Fixed Income Sector

6

Key Investment Highlights

•

Capitalizing on dislocation of current markets and focusing on serving clients and investors.

•

A significant market participant in secondary trading of credit-related fixed income investments.

•

Generating diversified revenue from institutional sales and trading, asset management and

principal investing with significant recurring revenue streams from asset management.

•

Winning new asset management business and marketing new investment funds.

•

Disciplined business model with low fixed cost structure as result of pay for performance,

variable compensation system.

•

Efficient, scalable operations allow quick expansion into new asset classes without significant

incremental cost.

•

Management interests aligned with stockholders through significant stock ownership.

•

Significant NOLs ($48 million) and NCLs ($69 million) can be used to offset taxable income.

Nimble Market Position Represents Strong Opportunity to Drive Value

7

Key Strengths

Revenue Diversification

•

Revenue diversified by operating business line and asset class.

•

New issue, secondary trading, asset management, and principal investing capabilities.

Deep Experience

•

Proven ability to attract new talent, reposition existing talent, and grow company in challenging

environment.

•

Relationships with small and mid-sized banks (400+), insurance companies (150+), and regional

broker

dealers

(400+)

that

are

potential

sources

of

advisory

and

trading

revenue.

•

Trading relationships with over 550 institutional fixed income managers.

•

Team includes 96 capital markets professionals and 27 asset management professionals with

years of experience and relationships in the marketplace.

Strong Financial Position

•

Substantial cash and available credit.

•

Minimal debt maturities within the next year.

•

Management contract rights are valuable off-balance sheet assets.

Streamlined Cost Structure

•

Low fixed cost structure.

•

Substantially all fixed cash costs covered by recurring revenue.

•

18.5% non-compensation operating expense ratio in 1Q10 (excluding D&A).

Poised to Continue to Grow as Capital Markets Improve

8

Opportunities for Growth

•

Sea change in fixed income and capital markets represents dynamic opportunity for experienced,

entrepreneurial players.

Scale

existing

businesses

–

credit

trading,

global.

Start

up

new

businesses

–

CDs,

small

ticket

fixed

income,

equity

derivatives.

Add

new

asset

classes

–

municipals,

emerging

markets.

Start new investment funds and increase separate accounts business.

Asset management incentive fees.

Credit

default

swaps

become

accessible

–

legislation

pending.

New issue, including securitization, returns.

Potential acquisitions.

Positioned for Rapid Expansion

9

Diversified, Recurring Revenue Streams

•

Diverse

asset

class

expertise

in

institutional

sales

and

trading

includes:

High grade corporate bonds.

High yield corporate bonds and loans.

Mortgage and asset backed securities.

Collateralized bond and loan obligations.

Commercial mortgage backed securities.

Hybrid capital of financial institutions (trust preferred securities).

Mortgage loans.

Brokered deposits.

•

Senior management fees on structured asset management vehicles provide recurring revenue

stream; current monthly run-rate approximates $1.2 million.

•

Manage $14.8 billion of structured investment products.

•

Focused

on

growing

$680

million

of

net

asset

value

of

investment

funds,

separate

accounts,

and

permanent capital vehicles.

Diverse Revenue Base Provides Stability

10

Compensation Philosophy for Long-Term Success

•

Compensation structure designed to:

Attract and retain employees.

Pay for performance.

Provide ownership incentive to align interests with stockholders.

•

Ownership achieved primarily through Restricted Stock Units (RSUs) and continuing ownership

of existing Cohen members.

Significant employee ownership of the Company.

•

Significant portion of equity / cash compensation is variable and dependent upon performance.

•

Targeting cash compensation ratio to approximate 65% in any year.

Company Culture Supports Stockholder Value Creation

Section 2A

Cohen & Company’s Businesses: Capital Markets

12

A Significant Market Participant in Secondary Trading of

Credit Fixed Income Investments

•

Sales and trading professionals have grown from 6 at the beginning of 2008 to 85 currently.

•

Net trading revenue has increased from $0.7 million in 1Q08 to $22.8 million in 1Q10.

•

Notional

amount

of

securities

traded

has

grown

from

$267

million

in

1Q08

to

$6.2

billion

in

1Q10.

•

Active trading clients have increased from 41 in 1Q08 to 278 in 1Q10.

•

Total transactions have grown from 40 in January 2008 to 2,656 in March 2010.

Net Trading Revenue ($ in millions)

$4.0

$0.2

$18.2

$44.2

$91.1

$0

$25

$50

$75

$100

2006

2007

2008

2009

1Q10

Annualized

Increasing Company Footprint in Marketplace

13

Capitalizing on the opportunities in current markets

•

Hiring the best available talent and increasing intellectual capital.

•

Recent hires have prior experience at:

Barclays

Bear Stearns

BNP Paribas

Credit Suisse

Deutsche Bank

DLJ

Goldman Sachs

HSBC

•

Developing new client relationships now possible due to market disruption.

Focusing on serving clients and investors

•

Broadening product offerings across the fixed income spectrum.

•

Expanding

geographic

presence

with

new

office

in

Los

Angeles

and

larger

office

in

London.

Using Market Rebuilding to Our Advantage

Jefferies

JP Morgan

Lehman Brothers

Merrill Lynch

Morgan Stanley

Piper Jaffray

Rabobank

UBS

Gaining Market Share During Recent Market Disruption

14

Growth Opportunities in Capital Markets

•

Consolidation and cutbacks by competitors resulting in market share gains.

•

Differentiated from firms with no capital.

•

Obtaining additional institutional investor client base.

•

Increasing revenue per account.

•

Continuing to add new product lines.

•

Growing advisory and new issue businesses.

•

Potential increased revenue if:

Securitization grows again.

Capabilities exist now to underwrite new transactions.

Clients are active in secondary trading.

Credit Default Swaps (“CDS”) move to an exchange or other “open architecture.”

Well Positioned for Long-term Growth in Substantial Market

Section 2B

Cohen & Company’s Businesses: Asset Management

16

Market Opportunity

•

Alternative asset management model provide recurring management fees and profit participation

through incentive fees.

•

Deep Value alternative investment funds (established 4Q08) annualized life-to-date returns of

22.2%.

•

Brigadier alternative investment fund (established 2Q06) with life-to-date returns of 74%,

representing an annualized return of 16%.

•

Increase market share through:

Growing existing investment funds and separately managed accounts by capitalizing on

superior performance.

Creating new investment funds within areas of expertise.

Pursuing potential acquisitions and asset management contract roll-up to add to

existing platform.

Believe

a

significant

percentage

of

CLO

managers

have

fewer

than

five

funds.

Small

number

of

contracts

is

difficult

to

sustain

on

independent

platform.

Significant Market to Capture in Asset Management Segment

Section 3

Financial Summary

18

•

1Q10 net trading revenue of $22.8

million, a 101% increase over prior year

quarter.

•

Comp as a % of revenue in 2010 is

projected to be 65-70% during this

period of significant hiring of investment

professionals in capital markets.

Pay for performance.

Variable compensation structure.

•

1Q10 non-comp expenses as a % of

revenue of 18.5%, excluding

depreciation & amortization.

Efficient, scalable operations.

Low fixed-cost structure.

Targeting annual run-rate of $24-

$26 million.

•

1Q10 operating income of $6.2 million,

adjusted operating income of $7.7

million.

(1)

Total operating expenses in accordance with Generally Accepted Accounting

Principals (GAAP) excluding compensation & benefits and depreciation &

amortization.

(2)

Adjusted operating income (loss) represents operating income (loss), computed

in accordance with GAAP, before depreciation and amortization, impairments of

intangible assets, and share-based compensation expense. See reconciliation

table on page 24.

Statements of Operations

Improving Financial Performance

COHEN P&L  ($000s)

1Q09

2Q09

3Q09

4Q09

1Q10

New issue

227

$     

518

$     

480

$  

591

$     

668

$   

Asset management

9,299

7,614

6,871

7,364

6,770

Principal transactions & other

(3,924)

2,620

6,311

1,950

11,527

Net trading

11,317

9,694

10,907

12,247

22,768

Total revenue

16,919

20,446

24,569

22,152

41,733

Compensation and benefits

17,439

16,656

18,762

17,662

27,131

% of Total Revenue

103%

81%

76%

80%

65%

Non-comp operating expenses

(1)

5,164

4,959

4,768

7,245

7,709

Depreciation & amortization

654

635

630

624

643

Operating income (loss)

(6,337)

(1,805)

410

(3,379)

6,249

% of Total Revenue

-37%

-9%

2%

-15%

15%

Non-operating expense (income)

1,080

1,126

817

(2,342)

1,689

Net income

(7,417)

(2,931)

(407)

(1,037)

4,561

Less: Non-controlling interest

-

-

-

(87)

1,646

Net inc attributable to COHN

(7,417)

$

(2,931)

$

(407)

$ 

(950)

$   

2,915

$

% of Total Revenue

-44%

-14%

-2%

-4%

7%

Earnings per share

(0.77)

$  

(0.30)

$  

(0.04)

$

(0.10)

$  

0.28

$  

Fully-diluted earnings per share

(0.77)

$  

(0.30)

$  

(0.04)

$

(0.10)

$  

0.28

$  

Basic shares

9,612

9,612

9,612

9,723

10,318

Fully-diluted shares

9,612

9,612

9,612

9,723

15,602

Adjusted operating income (loss)

(2)

(4,649)

$

(67)

$     

2,138

$

568

$     

7,692

$

Per fully-diluted share

(2)

(0.48)

$  

(0.01)

$  

0.22

$ 

0.06

$   

0.49

$  

19

Statements of Operations Charts

   Net Revenue ($000s)

$16,919

$20,446

$24,569

$22,152

$41,733

$0

$10,000

$20,000

$30,000

$40,000

$50,000

1Q09

2Q09

3Q09

4Q09

1Q10

Adjusted Operating Income (Loss) (1) ($000s)

($4,649)

($67)

$2,138

$568

$7,692

($6,000)

($3,000)

$0

$3,000

$6,000

$9,000

1Q09

2Q09

3Q09

4Q09

1Q10

Net Income (Loss) ($000s)

($7,417)

($2,931)

($407)

($1,037)

$4,561

($8,000)

($6,000)

($4,000)

($2,000)

$0

$2,000

$4,000

$6,000

1Q09

2Q09

3Q09

4Q09

1Q10

    Comp as a % of Revenue

103%

81%

76%

80%

65%

0%

20%

40%

60%

80%

100%

120%

1Q09

2Q09

3Q09

4Q09

1Q10

(1)  See non-GAAP information and reconciliation table on page 24.

20

Balance Sheets

(1)

Includes non-controlling interest.

(2)

See cautionary note regarding financial statements.

Key Off-Balance Sheet Assets

•

NOLs

and NCLs

(2)

Approximately $48 million of NOLs

and $69 million of NCLs

as of

December 31, 2009.

NOLs

and NCLs

are not currently

limited by Section 382 of the Internal

Revenue Code of 1986, as amended.

Current tax expense is made up only

of state, local, and foreign taxes

because NOLs

and NCLs

can be used

to offset taxable income generated

during 2010.

•

Asset Management Contracts

Providing a steady stream of fee

income.

Can be monetized in certain

circumstances.

COHEN BALANCE SHEET ($000s)

3/31/10

12/31/09

Cash and cash equivalents

29,180

$         

69,692

$         

Receivables from:

Brokers, dealers, clearing agencies

35,120

255

Related parties

1,250

1,255

Other receivables

3,864

4,268

Investments

-

trading

77,917

135,428

Other investments, at fair value

52,696

43,647

Receivables under resale agmts

75,826

20,357

Goodwill

9,551

9,551

Other assets

25,224

14,989

Total Assets

310,628

$       

299,442

$       

Payables to:

Brokers, dealers, clearing agencies

2,425

$           

13,491

$         

Related parties

34

-

Accounts payable & other

13,659

13,039

Accrued compensation

15,089

7,689

Trading securities sold, not yet purch

110,229

114,712

Securities

sold

under

repurch

agmt

28,964

-

Deferred income taxes

10,655

10,899

Debt

47,040

61,961

Total Liabilities

228,095

221,791

Stockholders' equity

(1)

82,533

77,651

Total Liabilities & Equity

310,628

$       

299,442

$       

Fully-diluted book value per share

5.26

$              

4.98

$              

21

Peer Group Market Statistics

(1)

For BPSG, excludes severance expense for former CEO and CFO.

(2)

To provide a more meaningful comparison, ratio of Price to Annualized Revenue is NM if negative or greater than 50x.

Significantly Undervalued Compared to Peers

($ in MMs

except per share)

COHN

BPSG

COWN

FBCM

JMP

KBW

OPY

RODM

Average

Current Price

4.93

$    

3.38

$     

4.57

$     

4.23

$     

6.72

$     

25.14

$  

26.10

$  

2.70

$    

Current Market Cap

77

$        

436

$       

341

$       

265

$       

146

$       

892

$     

348

$     

95

$        

360

$     

Last Quarter Tangible Book

84

$        

226

$       

422

$       

301

$       

128

$       

463

$     

288

$     

62

$        

270

$     

Price/Tangible Book

0.9 x

1.9 x

0.8 x

0.9 x

1.1 x

1.9 x

1.2 x

1.5 x

1.3 x

Last Quarter Revenue

42

$        

79

$         

56

$         

44

$         

25

$         

133

$     

247

$     

28

$        

88

$        

Annualized

167

$     

317

$       

225

$       

177

$       

101

$       

533

$     

987

$     

111

$     

350

$     

Price/Annualized Revenue

0.5 x

1.4 x

1.5 x

1.5 x

1.4 x

1.7 x

0.4 x

0.9 x

1.2 x

Last Quarter Net Income

(1)

5

$          

11

$         

(13)

$       

(8)

$          

2

$           

12

$        

9

$          

2

$          

2

$          

Annualized

18

$        

44

$         

(52)

$       

(33)

$       

7

$           

46

$        

37

$        

8

$          

8

$          

Price/Annualized Earnings

(2)

4.2 x

9.9 x

NM

NM

21.2 x

19.2 x

9.5 x

11.4 x

14.2 x

Fully-diluted Last Quarter EPS

0.28

$    

0.09

$     

(0.18)

$    

(0.13)

$    

0.08

$     

0.32

$    

0.66

$    

0.06

$    

0.13

$    

ROE

21.6%

19.6%

-12.3%

-11.0%

5.4%

10.0%

12.8%

13.4%

3.0%

Financial Information as of:

3/31/10

Market Data as of:

5/21/10

Key Comp Group

22

Peer Group Market Statistics

(1)

To provide a more meaningful comparison, ratio of Price to Annualized Revenue is NM if negative or greater than 50x.

($ in MMs except per share)

COHN

EVR

GFIG

GHL

JEF

LAZ

MF

PJC

SF

Average

Current Price

4.93

$     

31.72

$    

5.87

$      

69.91

$    

23.35

$    

32.27

$   

7.99

$     

33.38

$   

52.69

$   

Current Market Cap

77

$         

543

$        

702

$        

2,060

$    

4,010

$    

2,900

$   

971

$      

693

$      

1,630

$   

1,689

$   

Last Quarter Tangible Book

84

$         

236

$        

246

$        

199

$        

2,281

$    

253

$      

1,068

$   

695

$      

721

$      

712

$      

Price/Tangible Book

0.9 x

2.3 x

2.9 x

10.4 x

1.8 x

11.5 x

0.9 x

1.0 x

2.3 x

4.1 x

Last Quarter Revenue

42

$         

88

$          

221

$        

49

$          

581

$        

438

$      

240

$      

110

$      

312

$      

255

$      

     Annualized

167

$      

351

$        

883

$        

195

$        

2,325

$    

1,753

$   

962

$      

438

$      

1,248

$   

1,019

$   

Price/Annualized Revenue

0.5 x

1.5 x

0.8 x

10.5 x

1.7 x

1.7 x

1.0 x

1.6 x

1.3 x

2.5 x

Last Quarter Net Income

5

$           

2

$            

13

$          

1

$            

74

$          

(34)

$       

(97)

$       

1

$           

24

$         

(2)

$         

     Annualized

18

$         

8

$            

54

$          

2

$            

296

$        

(134)

$     

(386)

$     

2

$           

95

$         

(8)

$         

Price/Annualized Earnings

(1)

4.2 x

NM

13.1 x

NM

13.5 x

NM

NM

NM

17.2 x

14.6 x

Fully-diluted Last Quarter EPS

0.28

$     

0.09

$      

0.11

$      

0.02

$      

0.36

$      

0.46

$     

(0.78)

$   

0.03

$     

0.68

$     

0.12

$     

ROE

21.6%

3.4%

21.8%

1.0%

13.0%

-53.1%

-0.4 x

0.3%

13.2%

-1.1%

Financial Information as of:

3/31/10

Market Data as of:

5/21/10

Additional Comps

Significantly Undervalued Compared to Peers

23

Cautionary Note Regarding Financial Statements

General 

Due to the nature of our business, our revenues 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.

Limitation on usage of NOLs and NCLs

If not used, the Company’s net operating loss carryovers (“NOLs”) will begin to expire in 2029 and

the net capital loss carryovers (“NCLs”) will begin to expire in 2012. No assurance can be provided

that the Company will have future taxable income or future capital gains to benefit from these NOLs

and NCLs.  Additionally, small changes in the Company’s ownership in the future could cause an

“Ownership Change”, in accordance with the terms of Section 382 of the Code.  If such a change

were to occur in the future, our ability to use the NOLs, NCLs and certain recognized built-in losses

to reduce our taxable income in a future year would generally be limited to an annual amount (the

“Section 382 Limitation”) equal to the fair value of the Company immediately prior to the Ownership

Change multiplied by the “long term tax-exempt interest rate.” In the event of an Ownership

Change, NOLs and NCLs that exceed the Section 382 Limitation in any year will continue to be

allowed as carry-forwards for the remainder of the carry-forward period, and such NOLs and NCLs

would be eligible for use to offset taxable income for years within the carry-forward period subject

to the Section 382 Limitation in each year. However, if the carry-forward periods for any NOL or

NCL were to expire before such NOL or NCL were fully utilized, the unused portion of that loss would

expire unused.

24

Non-GAAP Measures

1Q09

2Q09

3Q09

4Q09

1Q10

Operating income (loss)

(6,337)

$

(1,805)

$

410

$   

(3,379)

$

6,249

$ 

Per fully-diluted share

(0.66)

$   

(0.19)

$   

0.04

$  

(0.35)

$   

0.40

$   

Operating income (loss)

(6,337)

$

(1,805)

$

410

$   

(3,379)

$

6,249

$ 

Stock comp expense

1,034

1,103

1,098

3,322

800

Depreciation & amortization

654

635

630

624

643

Adjusted operating income (loss)

(4,649)

$

(67)

$      

2,138

$

568

$      

7,692

$ 

Per fully-diluted share

(0.48)

$   

(0.01)

$   

0.22

$  

0.06

$    

0.49

$   

Fully-diluted shares

9,612

9,612

9,612

9,723

15,602

Adjusted operating income (loss) and adjusted operating income (loss) per fully-diluted share

Adjusted operating income (loss) is not a financial measure recognized by GAAP. Adjusted operating

income (loss) represents operating income (loss), computed in accordance with GAAP, before depreciation

and amortization, impairments of intangible assets, and share-based compensation expense.  The items

that have been excluded from adjusted operating income (loss) are non-cash items. Adjusted operating

income (loss) per fully-diluted share is calculated, by dividing adjusted operating income (loss) by fully-

diluted shares outstanding calculated in accordance with GAAP.

We present adjusted operating income (loss) and related per fully-diluted share amounts in this

presentation because we consider them to be useful and appropriate supplemental measures of our

performance.  Adjusted operating income (loss) and related per fully-diluted share amounts help us to

evaluate our performance without the effects of certain GAAP calculations that may not have a direct cash

impact on our current operating performance.  In addition, our management uses adjusted operating

income (loss) and related per fully-diluted share amounts to evaluate the performance of our operations. 

Adjusted operating income (loss) and related per fully-diluted share amounts, as we define them, are not

necessarily comparable to similarly entitled measures of other companies and may not be appropriate

measures for performance relative to other companies.  Adjusted operating income (loss) should not be

assessed in isolation from or construed as a substitute for operating income (loss) prepared in accordance

with GAAP.  Adjusted operating income (loss) is not intended to represent, and should not be considered

to be a more meaningful measure than, or an alternative to, measures of operating performance as

determined in accordance with GAAP. The following table includes a reconciliation of operating income

(loss) to adjusted operating income (loss), and the related per fully-diluted share amounts. 

Section 4

Summary

26

Cohen & Company Summary

Poised to Deliver Strong Returns in Years Ahead

•

Capitalizing on reorganization of current markets and focusing on serving clients and investors.

•

A significant market participant in secondary trading of credit-related fixed income investments.

•

Growing, independent firm specializing in credit-related fixed income investments.

•

Diversified revenue: institutional sales and trading, asset management, and principal investing.

•

Disciplined business model with low fixed cost structure as a result of pay for performance.

•

Management’s interests aligned with stockholders through significant stock ownership.

•

Pursuing strategic opportunities via additional talent and revenue / earnings streams.

•

Asset

management

contracts

represent

substantial

off

balance

sheet

assets

–

providing

a

steady

stream of recurring fee income.