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Cohen & Company Inc. (COHN)

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Previous Close17.28
Open17.23
Bid16.00 x 900
Ask17.06 x 1100
Day's Range16.85 - 17.22
52 Week Range2.77 - 31.82
Volume8,643
Avg. Volume129,535
Market Cap23.514M
Beta (5Y Monthly)1.18
PE Ratio (TTM)N/A
EPS (TTM)-0.23
Earnings DateNov 04, 2020
Forward Dividend & YieldN/A (N/A)
Ex-Dividend DateMay 21, 2019
1y Target Est0.50
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  • GlobeNewswire

    Metromile, a Leading Digital Insurance Platform, to Become Public Company

    Metromile and INSU Acquisition Corp. II (NASDAQ: INAQ) Enter Business Combination Agreement Transaction Includes Commitment for $160 Million PIPE Led by Social Capital, Joined by Investors Including Miller Value, Clearbridge, Hudson Structured, Mark Cuban, and New Enterprise Associates Metromile Expanding to 49 States by Year-End 2022 and Projecting $1 Billion of Premium Run-Rate by Year-End 2024Approximately $1.3 Billion Combined Company Pro Forma Implied Market CapTransaction to Provide Combined Company with up to an Estimated $294 Million in Cash to Pursue Growth InitiativesMetromile CEO Dan Preston to Continue Leading CompanyWebcast Scheduled for Today at 9:00 AM EasternPHILADELPHIA and SAN FRANCISCO, Nov. 24, 2020 (GLOBE NEWSWIRE) -- Metromile, Inc. (“Metromile”), the leading digital insurance platform and pay-per-mile auto insurer, and INSU Acquisition Corp. II (NASDAQ: INAQ) (“INSU II”), a publicly-traded special purpose acquisition company sponsored by Cohen & Company, LLC, a subsidiary of Cohen & Company Inc. (NYSE American: COHN), announced today that they have entered into a definitive business combination that will result in Metromile becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Metromile, Inc. and is expected to remain listed on NASDAQ under the new ticker symbol “MLE”.Company OverviewMetromile is revolutionizing the fragmented $250+ billion U.S. personal auto insurance market with real-time digital auto insurance personalized for low-mileage drivers. About two-thirds of U.S. drivers are considered low-mileage and could be overpaying for auto insurance because they do not pay per mile. Today, Metromile’s insurance customers save 47% on average compared to what they were paying their previous auto insurer.1 Metromile is making auto insurance fairer with pricing and billing by the mile, with precise rates based on how and how much they drive instead of industry-standard approximations or estimates.Metromile’s fully digital customer experience is designed for the modern driver. Customers sign up, access customer support and file claims through its mobile app. Claims are handled quickly and, in most cases, are fully automated. Exclusive features like street sweeping alerts and auto health tips engage drivers along the way. The result is a community of fiercely loyal customers who enjoy far more than price savings.By downloading Metromile’s free Ride Along™, consumers can determine if they are a low-mileage driver, see what they could save with Metromile before switching and get their best rate.With data science at its core, Metromile unlocks the predictive value of data generated by autos, mobile phones and other sources. Its model translates into a better customer experience, higher customer retention rates, and greater operating profits, while lowering customer acquisition costs, fraud and servicing expenses.Additionally, with Metromile Enterprise, the company is now powering the digital transformation of the global insurance industry. Launched in 2019, Metromile Enterprise is a cloud-based software-as-a-service solution that helps large, incumbent insurers transition into an era of modern mobility. By licensing key components of its technology platform – including claims automation and fraud detection tools – the company accelerates P&C carriers’ digital roadmaps and meaningfully participates in the profit improvements they realize, generating growing and recurring high-margin revenue.Management and Investor Comments“We founded Metromile to address the vast inequities in auto insurance, and we are proving that our model of real-time, digital auto insurance is both resilient and sustainable,” said Dan Preston, Chief Executive Officer of Metromile. “Our data science-driven technology platform creates a significant advantage, and customers are thrilled with their savings and experience. At the same time, we’re generating industry-leading underwriting metrics and unit economics. We’re demonstrating there doesn’t have to be a tradeoff between customer happiness and a healthy, profitable business.”“We are excited to bring our vision of transforming the auto insurance industry to the public markets by partnering with Daniel Cohen and the team at INSU II, whose deep experience in the insurtech space will help propel Metromile to the next level,” continued Preston. “Today’s announcement launches Metromile’s new chapter in delivering the fairest, most individualized auto insurance. As a public company, we expect to use our strengthened balance sheet to accelerate our growth, bring Metromile nationwide, and scale rapidly toward sustained profitability. The era of fixed price auto insurance is coming to an end.”“The massive U.S. auto insurance industry has been inefficient and ripe for disruption for decades, and Metromile’s technology platform provides a clear competitive advantage over the legacy carriers, positioning them at the forefront of the revolution they founded,” said Daniel Cohen, Chairman of the Board of Directors of INSU II. “Led by visionary technologists and complemented by the best veterans from top insurance carriers, Metromile has built a digital auto insurer with compelling and durable unit economics. The team has created a distinct offering that vastly differentiates Metromile in the marketplace.”“Metromile’s technology sets them apart, driving huge advantages that will deliver significant and profitable growth for decades to come. I expect them to be a generational business,” added Chamath Palihapitiya, Founder and CEO of Social Capital. “In addition to saving consumers considerable amounts of money, the Metromile platform has been built from the ground-up as a technology company, reshaping how an insurance business operates. No industry should be more impacted by digitization than insurance, and Metromile is leading the way. We are excited to work with this team and support their important transition to becoming a public company.”“I’ve long been a fan of Metromile’s team and amazing product. During these times of financial hardship, unemployment, and work from home, Metromile provides an important insurance alternative. The option to pay for insurance by the mile is a game changer and why I’m incredibly excited about Metromile’s future!” said entrepreneur and early Metromile investor Mark Cuban. Metromile Highlights * A leader in digital auto insurance   °  Largest pay-per-mile digital insurer in the fragmented $250+ billion U.S. auto insurance market   °  76% average annual premium growth rate from 2015-2019   °  Average new customer lifetime of 3.4 years; customers that have been with Metromile for at least one year have average customer lifetime of 5.2 years   °  Proprietary technology and data create barrier to entry * Unique customer value proposition   °  Average customer savings of 47% from previous auto insurance policy   °  Net promoter score of 55 overall; net promoter score of 75 for claims process * Data science-driven economic advantages   °  Approximately 3 billion miles of driving data collected   °  Moment-by-moment driving behavior data derived from plug-in devices, connected vehicles and mobile phones is built into pricing and underwriting   °  Industry-leading 59% loss ratio year-to-date as of September 30, 2020; automated fraud discovery delivers triple the recovery over the industry average * Poised to grow and scale rapidly nationwide   °  21 state footprint by end of 2021 and 49 states by end of 2022   °  Omni-channel customer growth engine leverages digital, offline and partnerships   °  Ride Along™ “try before you buy” app converting 20% of users into customers   °  Expect to achieve $1 billion of insurance premium run-rate by year-end 2024 * Industry-recognized Metromile Enterprise offering growing rapidly   °  Automated claims and fraud detection tools offered as a cloud-based enterprise software offering to global P&C insurers   °  Earning multi-million-dollar annual recurring revenue from enterprise software licenses with four active deployments   °  Expect to achieve $48 million of enterprise software revenue in 2024 * Visionary, experienced leadership team   °  Diverse team of Silicon Valley’s best technologists and insurance industry veterans of organizations including Google, Uber, Progressive, SAP and Salesforce   °  Leadership diversity ensures company is equally focused on loss ratios, unit economics and profitability as it is on customer experience and technology innovationTransaction HighlightsINSU II will combine with Metromile for aggregate consideration of approximately $842 million in INSU II Class A common stock and up to $30 million of cash consideration, plus an additional 10 million shares of Class A common stock that will be earned if the combined company achieves certain price targets over time. The transaction reflects an estimated implied pro forma enterprise value at closing of $956 million. In connection with the transaction, investors led by Social Capital, and including Hudson Structured Capital Management Ltd., doing its re/insurance business as HSCM Bermuda (“HSCM”), Miller Value, Clearbridge and Mark Cuban, have committed to invest $160 million in a private purchase of INSU II Class A common stock. Metromile’s earlier investors include New Enterprise Associates (NEA), Hudson Structured, Intact Ventures, Tokio Marine, Index Ventures, Mark Cuban and others, and will remain significant and active holders of Metromile’s stock.It is anticipated that the transaction will provide Metromile with up to approximately $294 million of cash at closing. The combined company expects to use proceeds from the transaction to reduce existing debt and accelerate growth initiatives, including expanding into new markets, increasing partnerships and launching new products and features.The Boards of Directors of each of INSU II and Metromile have unanimously approved the transaction. The transaction will require the approval of the stockholders of INSU II and Metromile, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, and other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the first quarter of 2021.AdvisorsJ.P. Morgan Securities LLC is serving as exclusive financial advisor to Metromile, and Cooley LLP is serving as legal counsel to Metromile in connection with the transaction.Cantor Fitzgerald & Co., J.P. Morgan Securities LLC, Wells Fargo and Northland Capital Markets are acting as capital markets advisors to INSU II.J.P. Morgan Securities LLC, Wells Fargo, and Allen & Company are serving as placement agents to INSU II and Latham & Watkins LLP is serving as legal counsel to the placement agents.Ledgewood is serving as legal counsel to INSU II in connection with the transaction.Webcast InformationInvestors may listen to a pre-recorded call regarding the proposed business combination later today at 9:00 am ET. Please visit Metromile’s investor relations website www.metromile.com/investor-relations to access the webcast.Investor PresentationAn investor presentation will be available at www.metromile.com/investor-relations and filed with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, and available on the SEC website at www.sec.gov.Dial-in InformationThe call may also be accessed by dialing (877) 407-0789 for domestic callers or (201) 689-8562 for international callers. Once connected with the operator, please provide the conference ID of “13713586.”A replay of the call will also be available today from 11:00 am ET to 11:59 pm ET on December 8, 2020. To access the replay, the domestic toll-free access number is (844) 512-2921 and participants should provide the conference ID of “13713586.”About MetromileMetromile is a leading digital insurance platform in the United States. With data science as its foundation, Metromile offers its insurance customers real time, personalized auto insurance policies, priced and billed by the mile, with rates based on precisely how and how much they actually drive, instead of using the industry standard approximations and estimates that make prices unfair for most customers. Through Metromile’s digitally native offering, built around the needs of the modern driver, its per-mile insurance policies save customers, on average, 47% over what they were paying their previous auto insurer.In addition, through Metromile Enterprise, it licenses its technology platform to insurance companies around the world. This cloud-based software as a service enables carriers to operate with greater efficiency, automate claims to expedite resolution, reduce losses associated with fraud, and unlock the productivity of employees.For more information about Metromile, visit www.metromile.com and enterprise.metromile.com.About INSU Acquisition Corp. IIINSU Acquisition Corp. II is a special purpose acquisition company sponsored by Cohen & Company, LLC, a subsidiary of Cohen & Company Inc. (NYSE American: COHN) and formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, with a focus on the insurance industry. The company raised $230,000,000 in its initial public offering in September 2020 and is listed on the NASDAQ under the symbols “INAQ”, “INAQU” and “INAQW”.About Hudson Structured Capital Management Ltd. Hudson Structured Capital Management Ltd. is an asset manager focused on alternative investments seeking mezzanine level returns. Our focus is on the Re/Insurance and Transportation sectors. HSCM launched in 2016 and as of November 1, 2020, has more than $2.75 billion in assets under management and committed capital. HSCM focuses on core economic sectors that are likely to outgrow global GDP, offer low correlations with broader markets, and are experiencing a shift from balance sheet and to market financing. For more information, please visit www.hscm.com.Forward-Looking StatementsThis document includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include estimated financial information, including insurance premium run-rate and enterprise software revenue. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of INSU Acquisition Corp. II, Metromile, Inc. or the combined company after completion of the Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement and the proposed business combination contemplated thereby; (2) the inability to complete the transactions contemplated by the transaction agreement due to the failure to obtain approval of the stockholders of INSU Acquisition Corp. II or other conditions to closing in the transaction agreement; (3) the ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the transaction agreement; (4) the risk that the proposed transaction disrupts current plans and operations of Metromile, Inc. as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the proposed Business Combination; (7) changes in applicable laws or regulations; (8) the possibility that Metromile, Inc. may be adversely affected by other economic, business, and/or competitive factors; and (9) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by INSU Acquisition Corp. II. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. INSU Acquisition Corp. II and Metromile, Inc. undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.Important Information for Investors and StockholdersIn connection with the proposed Business Combination between Metromile, Inc. and INSU Acquisition Corp. II, INSU Acquisition Corp. II intends to file with the SEC a preliminary proxy statement / prospectus and will mail a definitive proxy statement / prospectus and other relevant documentation to INSU Acquisition Corp. II stockholders. This document does not contain all the information that should be considered concerning the proposed Business Combination. It is not intended to form the basis of any investment decision or any other decision in respect to the proposed Business Combination. INSU Acquisition Corp. II stockholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and any amendments thereto, and the definitive proxy statement / prospectus in connection with INSU Acquisition Corp. II’s solicitation of proxies for the special meeting to be held to approve the transactions contemplated by the proposed Business Combination because these materials will contain important information about Metromile, Inc., INSU Acquisition Corp. II and the proposed transactions. The definitive proxy statement / prospectus will be mailed to INSU Acquisition Corp. II stockholders as of a record date to be established for voting on the proposed Business Combination when it becomes available. Stockholders will also be able to obtain a copy of the preliminary proxy statement / prospectus and the definitive proxy statement / prospectus once they are available, without charge, at the SEC’s website at http://sec.gov or by directing a request to: Joe Pooler, Chief Financial Officer and Treasurer, INSU Acquisition Corp. II, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104.This document shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination.Participants in the SolicitationINSU Acquisition Corp. II and its directors and officers may be deemed participants in the solicitation of proxies of INSU Acquisition Corp. II stockholders in connection with the proposed business combination. INSU Acquisition Corp. II stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of INSU Acquisition Corp. II in INSU Acquisition Corp. II’s prospectus filed with the SEC on September 4, 2020.Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to INSU Acquisition Corp. II stockholders in connection with the proposed transaction will be set forth in the proxy statement / prospectus for the transaction when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement / prospectus that INSU Acquisition Corp. II intends to file with the SEC.ContactsInvestor RelationsGarrett Edson, ICR ir@metromile.com 646-277-1889Public RelationsRick Chen, Metromile Doug Donsky, ICR press@metromile.com 415-676-7744INSU II and Cohen & CompanyAmanda Abrams aabrams@cohenandcompany.com 215-701-9693_______________________________ 1 Customers who reported savings when switching to Metromile, as of 2018

  • ACCESSWIRE

    Cohen & Co., Inc. to Host Earnings Call

    NEW YORK, NY / ACCESSWIRE / November 4, 2020 / Cohen & Co.

  • Cohen & Company Reports Third Quarter 2020 Financial Results
    GlobeNewswire

    Cohen & Company Reports Third Quarter 2020 Financial Results

    Net Income of $3.3 Million, or $1.19 per Diluted Share Adjusted Net Income of $4.2 Million, or $1.19 per Diluted SharePHILADELPHIA and NEW YORK, Nov. 04, 2020 (GLOBE NEWSWIRE) -- Cohen & Company Inc. (NYSE American: COHN), a financial services firm specializing in fixed income markets, today reported financial results for its third quarter ended September 30, 2020.Summary Operating Results Three Months Ended ($ in thousands)9/30/20  6/30/20  9/30/19            Total revenues$  21,856  $  24,119  $  11,267  Compensation and benefits     10,965       11,324         7,017  Non-compensation operating expenses       4,819         4,869         4,693  Operating income       6,072         7,926           (443) Interest expense, net     (1,952)      (3,081)      (1,536) Income (loss) from equity method affiliates     (1,371)      (1,233)          (109) Income (loss) before income tax expense (benefit)       2,749         3,612       (2,088) Income tax expense (benefit)         (594)           343           (170) Net income (loss)       3,343         3,269       (1,918) Less: Net income (loss) attributable to the noncontrolling interest       1,688         2,368           (702) Net income (loss) attributable to Cohen & Company Inc. $     1,655  $        901  $   (1,216) Fully diluted net income (loss) per share$       1.19  $       0.69  $     (1.06)           Adjusted net income (loss)$     4,197  $     4,008  $   (1,861) Fully diluted adjusted net income (loss) per share$       1.19  $       0.69  $     (1.06)              * Net income was $3.3 million, or $1.19 per diluted share, for the three months ended September 30, 2020, compared to net income of $3.3 million, or $0.69 per diluted share, for the three months ended June 30, 2020, and net loss of ($1.9) million, or ($1.06) per diluted share, for the three months ended September 30, 2019. Adjusted net income was $4.2 million, or $1.19 per diluted share, for the three months ended September 30, 2020, compared to adjusted net income of $4.0 million, or $0.69 per diluted share, for the three months ended June 30, 2020, and adjusted net loss of ($1.9) million, or ($1.06) per diluted share, for the three months ended September 30, 2019. Adjusted net income (loss) is not a measure recognized under U.S. generally accepted accounting principles (“GAAP”). See Note 1 on page 5. * Revenues during the three months ended September 30, 2020 decreased $2.3 million from the prior quarter and increased $10.6 million from the prior year quarter. * The decrease from the prior quarter was comprised primarily of (i) a decrease of $3.0 million in net trading revenue primarily from decreased revenue in the Company’s GCF repo and Corporate trading groups, which was net of an increase of $3.1 million in the Company’s Gestation repo revenue, partially offset by (ii) an increase of $0.5 million in new issue and advisory revenue related to a U.S. insurance transaction, and (iii) an increase of $0.3 million in principal transactions revenue related to mark-to-market gains on the Company’s principal investment portfolio.    * The increase from the prior year quarter was comprised primarily of (i) an increase of $8.5 million in net trading revenue primarily from a $6.6 million increase in Gestation repo revenue and a $1.1 million increase in Corporate trading group revenue, (ii) an increase of $2.3 million in principal transactions related to mark-to-market gains on the Company’s principal investment portfolio, (iii) an increase of $0.3 million in new issue and advisory revenue related to a U.S. insurance transaction, partially offset by (iv) a decrease of $0.4 million in asset management revenue related to higher revenue in the prior-year quarter related to the liquidation of a European CLO. * Compensation and benefits expense as a percentage of revenue was 50% for the three months ended September 30, 2020, compared to 47% for the three months ended June 30, 2020 and 62% for the three months ended September 30, 2019. The number of Company employees was 87 as of September 30, 2020, compared to 94 as of June 30, 2020, and 90 as of September 30, 2019. * Non-compensation operating expenses during the three months ended September 30, 2020 were comparable to the prior quarter and increased $0.1 million from the prior year quarter. The increase from the prior year quarter was primarily due to higher professional fees. * Interest expense during the three months ended September 30, 2020 decreased $1.1 million from the prior quarter and increased $0.4 million from the prior year quarter. The changes in quarterly interest expense are primarily driven by fluctuations in interest on redeemable financial instruments, which are driven by certain Company groups’ revenues and profits. * Loss from equity method affiliates during the three months ended September 30, 2020 increased $0.1 million from the prior quarter and $1.3 million from the prior year quarter. The increase in loss from equity method affiliates was primarily related to expenses incurred by the Company-sponsored Insurance Acquisition Corp., a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. On October 13, 2020, Insurance Acquisition Corp. completed its merger with Shift Technologies, Inc. (Nasdaq: SFT) (see below for more details). * As of September 30, 2020, total equity was $47.8 million, compared to $48.8 million as of December 31, 2019. Lester Brafman, Chief Executive Officer of Cohen & Company, said, “We are pleased with our third quarter results, particularly on the broker-dealer side where we continued to strengthen our Gestation Repo business, with balances increasing to $2.9 billion by the end of the quarter. Additionally, we are excited to announce positive developments in our SPAC business. Recently, subsequent to quarter end, our first company-sponsored Insurance SPAC, Insurance Acquisition Corp., closed its merger with Shift Technologies, Inc., and during the quarter, our second company-sponsored Insurance SPAC, INSU Acquisition Corp. II, raised $230 million in an initial public offering of its units. We are active in multiple aspects of the SPAC market, including as a sponsor, asset manager and investor. Our team has a long history in the SPAC space, and we intend to continue growing our SPAC franchise and capitalizing on opportunities in the space. We are enthusiastic about our business going forward, and we remain committed to executing on our strategic priorities, with a continued focus on enhancing stockholder value.”INSU Acquisition Corp. II Initial Public OfferingThe Company is the manager of Insurance Acquisition Sponsor II, LLC (“IAS II”) and Dioptra Advisors II, LLC (“Dioptra II” and, together with IAS II, the “Insurance SPAC II Sponsor Entities”). The Insurance SPAC II Sponsor Entities are sponsors of INSU Acquisition Corp. II (“Insurance SPAC II”), a blank check company that will seek to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (each a “Insurance SPAC II Business Combination”). On September 8, 2020, the Insurance SPAC II completed the sale of 23,000,000 units ("Insurance SPAC II Units") in its IPO.Each Insurance SPAC II Unit consists of one share of the Insurance SPAC II's Class A Common Stock, par value $0.0001 per share (“Insurance SPAC II Common Stock”), and one-third of one warrant (each, a “Insurance SPAC II Warrant”), where each whole Insurance SPAC II Warrant entitles the holder to purchase one share of Insurance SPAC II Common Stock for $11.50 per share. The Insurance SPAC II Units were sold in the IPO at an offering price of $10.00 per unit, for gross proceeds of $230,000,000 (before underwriting discounts and commissions and offering expenses). Immediately following the completion of the IPO, there were an aggregate of 31,386,667 shares of Insurance SPAC II Common Stock issued and outstanding.If Insurance SPAC II fails to consummate a Business Combination within the first 18 months following the IPO and is unable to obtain an extension, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets. The Company currently consolidates the Insurance SPAC II Sponsor Entities and treats the Insurance SPAC II Sponsor Entities' investment in the Insurance SPAC II as an equity method investment.The Insurance SPAC II Sponsor Entities purchased 452,500 of the Insurance SPAC II placement units in a private placement that occurred simultaneously with the IPO for an aggregate of $4,525,000, or $10.00 per placement unit. Cantor Fitzgerald & Co., the underwriter of the IPO, also purchased 87,500 of the Insurance SPAC II’s placement units in the private placement for an aggregate of $875,000. Each placement unit consists of one share of Insurance SPAC II Common Stock and one-third of one warrant (the “Insurance SPAC II Placement Warrant”). The placement units are identical to the Insurance SPAC II Units sold in the IPO except (i) the shares of Insurance SPAC II Common Stock issued as part of the placement units and the Insurance SPAC II Placement Warrants will not be redeemable by Insurance SPAC II, (ii) the Insurance SPAC II Placement Warrants may be exercised by the holders on a cashless basis, (iii) the shares of Insurance SPAC II Common Stock issued as part of the placement units, together with the Insurance SPAC II Placement Warrants, are entitled to certain registration rights, and (iv) for so long as they are held by the IPO underwriter, the Insurance SPAC II placement units will not be exercisable more than five years following the effective date of the registration statement filed by the Insurance SPAC II in connection with the IPO. Subject to certain limited exceptions, the placement units (including the underlying Insurance SPAC II Placement Warrants and Insurance SPAC II Common Stock and the shares of Insurance SPAC II Common Stock issuable upon exercise of the Insurance SPAC II Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Insurance SPAC II Business Combination.In addition, the Insurance SPAC II Sponsor Entities collectively hold 7,846,667 founder shares of Insurance SPAC II. Subject to certain limited exceptions, the founder shares will not be transferable or salable except (a) with respect to 20% of such shares, until consummation of a Business Combination, and (b) with respect to additional 20% tranches of such shares, when the closing price of the Insurance SPAC II Common Stock exceeds $12.00, $13.50, $15.00 and $17.00, respectively, for 20 out of any 30 consecutive trading days following the consummation of the Insurance SPAC II Business Combination. Certain executive and key employees of the Company purchased membership interests in Dioptra II and have an interest in the Insurance SPAC II’s founder shares through such membership interests.The number of founders shares eventually retained by the Insurance SPAC II Sponsor Entities and in which such executives and key employees have an interest through the Insurance SPAC II Sponsor Entities will not be finally determined until the Insurance SPAC II Business Combination is complete.Insurance Acquisition Corp. Merger with Shift Technologies, Inc.The Company is the manager of Insurance Acquisition Sponsor, LLC (“IAS”) and Dioptra Advisors, LLC (“Dioptra” and, together with IAS, the “Sponsor Entities”). The Sponsor Entities were sponsors of Insurance Acquisition Corp. ("Insurance SPAC"), a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.On June 29, 2020, Insurance SPAC entered into an Agreement and Plan of Merger (the “Insurance SPAC Merger Agreement”) with IAC Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Insurance SPAC (“Insurance SPAC Merger Sub”), and Shift Technologies, Inc., a Delaware corporation (“Shift”). On October 13, 2020, Insurance SPAC Merger Sub was merged (the “Insurance SPAC Merger”) with and into Shift (the “Closing”). In connection with the Insurance SPAC Merger, the Insurance SPAC changed its name from “Insurance Acquisition Corp.” to “Shift Technologies, Inc.” and, on October 15, 2020, the Insurance SPAC’s NASDAQ trading symbol changed from "INSU" to “SFT.” The Insurance SPAC Merger was approved by the Insurance SPAC’s stockholders at a special meeting of stockholders held on October 13, 2020.Upon the Closing, the Sponsor Entities held 375,000 shares of SFT Class A Common Stock, par value $0.0001 per share (“SFT Class A Common Stock”), and 187,500 warrants (“SFT Warrants”) to purchase an equal number of shares of SFT Class A Common Stock (such SFT Class A Common Stock and SFT Warrants, collectively, the “Placement Securities”) as a result of the 375,000 placement units, which the Sponsor Entities had purchased in a private placement that occurred simultaneously with the Insurance SPAC’s initial public offering on March 22, 2019. Further, upon the Closing, the Sponsor Entities collectively held an additional 4,497,525 shares of SFT Class A Common Stock as a result of its previous purchase of founder shares of the Insurance SPAC (collectively, the “Founder Shares,” and, together with the Placement Securities, the “Sponsor Shares”).The Company currently consolidates the Sponsor Entities and previously treated its investment in the Insurance SPAC as an equity method investment. Effective upon the Closing, the Company has reclassified its equity method investment in the Insurance SPAC to other investments, at fair value and has adopted fair value accounting for the investment in SFT, resulting in an amount of principal transaction revenue derived from the (i) the final amount of Sponsor Shares retained by the Sponsor Entities; (ii) the trading share price of the SFT Class A Common Stock and the SFT Warrants; and (iii) fair value discounts related to the share sale restrictions on the Sponsor Shares outlined below. Upon recognition of the principal transaction revenue described above in the fourth quarter, the Company will record a non-controlling interest expense or compensation expense related to the amount of Sponsor Shares distributable to the non-controlling interest holders in the Sponsor Entities. If the non-controlling interest holder is an employee of the Company, the expense will be recorded as compensation. Otherwise, the expense will be non-controlling interest expense. The Company currently expects that, upon the registration of the Sponsor Shares in accordance with the Amended and Restated Registration Rights Agreement described below, (a) of the Placement Securities, 252,335 shares of SFT Class A Common Stock and 126,500 SFT Warrants will be distributed to the non-controlling interest holders of the Sponsor Entities and, (b) of the Founder Shares, 2,477,803 shares of SFT Class A Common Stock will be distributed to the non-controlling interest holders of the Sponsor Entities. Immediately following these distributions, the Company expects to retain (i) of the Placement Securities, 122,665 shares of SFT Class A Common Stock and 61,332 SFT Warrants, and (ii) of the Founder Shares, 2,019,721 shares of SFT Class A Common Stock.Subject to certain limited exceptions, Placement Securities held by IAS will not be transferable or salable until 30 days following the Closing. Of the Founder Shares held by the Sponsor Entities, (a) 20% are freely transferable and salable, and (b) subject to certain limited exception, the remaining shares will not be transferable or salable until the closing price of the SFT Class A Common Stock, for a period of 20 out of any 30 consecutive trading days following the Closing, (a) exceeds $12.00 with respect to 20% of such shares, (b) exceeds $13.50 with respect to an additional 20% of such shares, (c) exceeds $15.00 with respect to an additional 20% of such shares, and (d) exceeds $17.00 with respect to an additional 20% of such shares.Conference CallThe Company will host a conference call at 10:00 a.m. Eastern Time (ET) to discuss these results. The conference call will be available via webcast. Interested parties can access the webcast by clicking the webcast link on the Company’s homepage at www.cohenandcompany.com. Those wishing to listen to the conference call with operator assistance can dial (877) 686-9573 (domestic) or (706) 643-6983 (international), with participant pass code 3371789, or request the Cohen & Company earnings call. A replay of the call will be available for one week following the call by dialing (800) 585-8367 or (404) 537-3406, participant pass code 3371789.About Cohen & Company Cohen & Company is a financial services company specializing in fixed income markets. It was founded in 1999 as an investment firm focused on small-cap banking institutions but has grown to provide an expanding range of capital markets and asset management services. Cohen & Company’s operating segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment consists of fixed income sales, trading, and matched book repo financing as well as new issue placements in corporate and securitized products, and advisory services, operating primarily through Cohen & Company’s subsidiaries, J.V.B. Financial Group, LLC in the United States and Cohen & Company Financial (Europe) Limited in Europe. The Asset Management segment manages assets through collateralized debt obligations, managed accounts, and investment funds. As of September 30, 2020, the Company managed approximately $2.7 billion in fixed income assets in a variety of asset classes including US and European trust preferred securities, subordinated debt, and corporate loans. As of September 30, 2020, 77.4% of the Company’s assets under management were in collateralized debt obligations that Cohen & Company manages, which were all securitized prior to 2008. The Principal Investing segment is comprised primarily of investments 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 its trading, matched book repo, or other capital markets business activity. For more information, please visit www.cohenandcompany.com.Note 1: Adjusted net income (loss) and adjusted net income (loss) per share are non-GAAP measures of performance. Please see the discussion under “Non-GAAP Measures” below. Also see the tables below for the reconciliations of non-GAAP measures of performance to their corresponding GAAP measures of performance.Forward-looking StatementsThis communication contains certain statements, estimates, and forecasts with respect to future performance and events. These statements, estimates, and forecasts are “forward-looking statements.” In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “ might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other than statements of historical fact included in this communication are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties, and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied in the forward-looking statements including, but not limited to, those discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition” in our filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s website at www.sec.gov and our website at www.cohenandcompany.com/investor-relations/sec-filings. Such risk factors include the following: (a) a decline in general economic conditions or the global financial markets, (b) losses caused by financial or other problems experienced by third parties, (c) losses due to unidentified or unanticipated risks, (d) a lack of liquidity, i.e., ready access to funds for use in our businesses, (e) the ability to attract and retain personnel, (f) litigation and regulatory issues, (g) competitive pressure, (h) an inability to generate incremental income from new or expanded businesses, (i) unanticipated market closures or effects due to inclement weather or other disasters, (j) losses (whether realized or unrealized) on our principal investments, including on our CLO investments, (k) the possibility that payments to the Company of subordinated management fees from its European CLO will continue to be deferred or will be discontinued, (l) the possibility that the stockholder rights plan may fail to preserve the value of the Company’s deferred tax assets, whether as a result of the acquisition by a person of 5% of the Company’s common stock or otherwise, (m) the possibility that Insurance SPAC II does not successfully consummate an Insurance SPAC II Business Combination, and (n) the impacts of the COVID-19 pandemic. As a result, there can be no assurance that the forward-looking statements included in this communication will prove to be accurate or correct. In light of these risks, uncertainties, and assumptions, the future performance or events described in the forward-looking statements in this communication might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.Cautionary Note Regarding Quarterly Financial ResultsDue to the nature of our business, our revenue and operating results may fluctuate materially from quarter to quarter. Accordingly, revenue and net income in any particular quarter may not be indicative of future results. Further, our employee compensation arrangements are in large part incentive-based and, therefore, will fluctuate with revenue. The amount of compensation expense recognized in any one quarter may not be indicative of such expense in future periods. As a result, we suggest that annual results may be the most meaningful gauge for investors in evaluating our business performance. COHEN & COMPANY INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share data)                  Three Months Ended Nine Months Ended    9/30/20 6/30/20 9/30/19 9/30/20 9/30/19   Revenues            Net trading$16,957  $20,006  $8,479  $55,524  $25,873    Asset management 1,631   1,692   2,018   4,938   5,765    New issue and advisory 500   -   250   500   250    Principal transactions 2,606   2,304   310   2,313   1,245    Other revenue 162   117   210   470   443    Total revenues 21,856   24,119   11,267   63,745   33,576    Operating expenses            Compensation and benefits 10,965   11,324   7,017   36,423   19,813    Business development, occupancy, equipment 641   640   770   2,037   2,476    Subscriptions, clearing, and execution 2,242   2,548   2,403   7,370   6,732    Professional services and other operating 1,851   1,597   1,440   5,230   4,309    Depreciation and amortization 85   84   80   249   239    Impairment of goodwill -   -   -   7,883   -    Total operating expenses 15,784   16,193   11,710   59,192   33,569    Operating income (loss) 6,072   7,926   (443)  4,553   7    Non-operating income (expense)            Interest expense, net (1,952)  (3,081)  (1,536)  (7,638)  (5,329)   Income (loss) from equity method affiliates (1,371)  (1,233)  (109)  (2,711)  (365)   Income (loss) before income tax expense (benefit) 2,749   3,612   (2,088)  (5,796)  (5,687)   Income tax expense (benefit) (594)  343   (170)  (623)  (917)   Net income (loss) 3,343   3,269   (1,918)  (5,173)  (4,770)   Less: Net income (loss) attributable to the noncontrolling interest 1,688   2,368   (702)  (4,627)  (1,942)   Net income (loss) attributable to Cohen & Company Inc.$1,655  $901  $(1,216) $(546) $(2,828)               Earnings per share  Basic            Net income (loss) attributable to Cohen & Company Inc.$1,655  $901  $(1,216) $(546) $(2,828)   Basic shares outstanding 1,147   1,160   1,144   1,151   1,140    Net income (loss) attributable to Cohen & Company Inc. per share$1.44  $0.78  $(1.06) $(0.47) $(2.48)   Fully Diluted            Net income (loss) attributable to Cohen & Company Inc.$1,655  $901  $(1,216) $(546) $(2,828)   Net income (loss) attributable to the convertible noncontrolling interest 2,542   3,107   (645)  (2,874)  (1,754)   Net interest attributable to convertible debt 379   373   -   -   -    Income tax and conversion adjustment 1,503   (930)  79   1,536   430    Enterprise net income (loss)$6,079  $3,451  $(1,782) $(1,884) $(4,152)   Basic shares outstanding 1,147   1,160   1,144   1,151   1,140    Unrestricted Operating LLC membership units exchangeable into COHN shares 2,803   2,803   532   2,800   532    Additional dilutive shares 1,166   1,057   -   -   -    Fully diluted shares outstanding 5,116   5,020   1,676   3,951   1,672    Fully diluted net income (loss) per share$1.19  $0.69  $(1.06) $(0.48) $(2.48)               Reconciliation of adjusted net income (loss) to net income (loss) and calculations of per share amounts  Net income (loss)$3,343  $3,269  $(1,918) $(5,173) $(4,770)   Impairment of goodwill -   -   -   7,883   -    Noncontrolling interest share of the equity method loss from Insurance SPACs 854   739   57   1,753   188    Adjusted net income (loss) 4,197   4,008   (1,861)  4,463   (4,582)   Net interest attributable to convertible debt 379   373   -   -   -    Income tax and conversion adjustment 1,503   (930)  79   1,536   430    Enterprise net income (loss) for fully diluted adjusted net income (loss) per share calculation$6,079  $3,451  $(1,782) $5,999  $(4,152)                Fully diluted shares outstanding 5,116   5,020   1,676   3,951   1,672    Fully diluted adjusted net income (loss) per share$1.19  $0.69  $(1.06) $1.52  $(2.48)                            COHEN & COMPANY INC.  CONSOLIDATED BALANCE SHEETS  (in thousands)            September 30, 2020        (unaudited)  December 31, 2019    Assets       Cash and cash equivalents$129,266  $8,304     Receivables from brokers, dealers, and clearing agencies 61,581   96,132     Due from related parties 958   466     Other receivables 3,582   46,625     Investments - trading 237,271   307,852     Other investments, at fair value 22,452   14,864     Receivables under resale agreements 6,055,291   7,500,002     Investment in equity method affiliates 7,776   3,799     Goodwill 109   7,992     Right-of-use asset - operating leases 6,340   7,155     Other assets 2,925   8,433     Total assets$6,527,551  $8,001,624             Liabilities       Payables to brokers, dealers, and clearing agencies$139,084  $241,261     Accounts payable and other liabilities 130,450   20,295     Accrued compensation 10,155   4,046     Trading securities sold, not yet purchased 54,619   77,947     Securities sold under agreements to repurchase 6,058,998   7,534,443     Deferred income taxes 781   1,339     Operating lease liability 6,824   7,693     Redeemable Financial Instruments 14,457   16,983     Debt 64,400   48,861     Total liabilities 6,479,768   7,952,868             Equity       Voting nonconvertible preferred stock 27   27     Common stock 12   12     Additional paid-in capital 67,675   68,714     Accumulated other comprehensive loss (883)  (915)    Accumulated deficit (35,092)  (34,519)    Total stockholders' equity 31,739   33,319     Noncontrolling interest 16,044   15,437     Total equity 47,783   48,756     Total liabilities and equity$6,527,551  $8,001,624                    Non-GAAP MeasuresAdjusted net income (loss) and adjusted net income (loss) per diluted share Adjusted net income (loss) is not a financial measure recognized by GAAP. Adjusted net income (loss) represents net income (loss), computed in accordance with GAAP, excluding impairment of goodwill and the noncontrolling interest share of the equity method loss from Cohen & Company’s sponsored special purpose acquisition corporations, Insurance Acquisition Corp. and INSU Acquisition Corp. II. Impairment of goodwill has been excluded from adjusted net income (loss) because it is a non-recurring, non-cash item. The noncontrolling interest share of the equity method loss from Insurance Acquisition Corp. and INSU Acquisition Corp. II has been excluded from adjusted net income (loss) as it represents the portion of the equity method loss that is not owned by the Company. Adjusted net income (loss) per diluted share is calculated, by dividing adjusted net income (loss) by diluted shares outstanding calculated in accordance with GAAP.We present adjusted net income (loss) and related per diluted share amounts in this release because we consider them to be useful and appropriate supplemental measures of our performance. Adjusted net income (loss) and related per diluted share amounts help us to evaluate our performance without the effects of certain GAAP calculations that may not have a direct cash or recurring impact on our current operating performance. In addition, our management uses adjusted net income (loss) and related per diluted share amounts to evaluate the performance of our operations. Adjusted net income (loss) and related per diluted share amounts, as we define them, are not necessarily comparable to similarly named measures of other companies and may not be appropriate measures for performance relative to other companies. Adjusted net income (loss) should not be assessed in isolation from or construed as a substitute for net income (loss) prepared in accordance with GAAP. Adjusted net 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.Contact:        Investors - Media - Cohen & Company Inc.Joele Frank, Wilkinson Brimmer Katcher Joseph W. Pooler, Jr.James Golden or Andrew Squire Executive Vice President and212-355-4449 Chief Financial Officerjgolden@joelefrank.com or asquire@joelefrank.com 215-701-8952  investorrelations@cohenandcompany.com