What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-14 compared with 2024-08-15 · 126 added, 94 removed, 261 unchanged (46% of the section changed)

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The Company’s platform adds to its flexibility by providing a variety of custody and clearing firm options to accommodate the unique business needs of advisors.

On March 15, 2024 (the “Closing Date”), Binah Capital consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated July 7, 2022 (as amended, the “Merger Agreement” and the consummation of such contemplated transactions, the “Closing”), by and among Kingswood Acquisition Corp, a Delaware corporation (“KWAC”), Binah Capital, Kingswood Merger Sub, Inc., a Delaware corporation (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company (“Wentworth Merger Sub”), and Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth”).

Binah Capital, Kingswood Merger Sub and Wentworth Merger Sub were newly formed entities that were formed for the sole purpose of entering into and consummating the transaction set forth in the Merger Agreement.

Binah Capital was a wholly-owned direct subsidiary of KWAC and both Kingswood Merger Sub and Wentworth Merger Sub were wholly-owned direct subsidiaries of Binah Capital.

On the Closing Date, Kingswood Merger Sub merged with and into KWAC, with KWAC continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital and Wentworth Merger Sub merged with and into Wentworth, with Wentworth continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital.

Following the Wentworth merger, KWAC acquired, and Binah Capital contributed to KWAC all of the common units of Wentworth directly held by Binah Capital after the Wentworth merger, such that, following the Binah Capital contribution, Wentworth became a wholly-owned subsidiary of KWAC.

Upon the consummation of the Business Combination, (i) the holders of shares of KWAC’s common stock (“ KWAC Common Stock ”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) received one share of common stock of Holdings (“ Holdings Common Stock ”) in exchange for each share of KWAC Common Stock held by them, subject to adjustment as more fully described herein, (ii) 1,100,000 shares of Holdings Common Stock issued to Sponsor was placed by Holdings into an escrow account and will not be released to the Sponsor unless the dollar volume-weighted average price of Holdings Common Stock exceeds $12.00 for 20 trading days within any 30-day trading period during the four-year period following the consummation of the Business Combination, (iii) the holders of each whole warrant to purchase KWAC Class A Common Stock received one warrant to purchase Holdings Common Stock at an exercise price of $11.50 per share, (iv) 12 million shares of Holdings Common Stock, subject to adjustment as more fully described herein, was issued to the equity holders of Wentworth in proportion to their ownership interests in Wentworth, (v) an additional 1,100,000 shares of Holdings Common Stock was issued to certain equity holders of Wentworth, (vi) 3,084,450 KWAC Private Placement Warrants held by Sponsor were forfeited immediately prior to the effective time of the Business Combination, and (vii) 3,084,450 warrants to purchase Holding Common Stock at an exercise price of $11.50 per share were issued to the equity holders of Wentworth in proportion to their ownership interests in Wentworth.

As a result of the Business Combination, Wentworth became an indirect, wholly-owned subsidiary of Holdings.

On the Closing Date, Kingswood Merger Sub merged with and into KWAC, with KWAC continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital and Wentworth Merger Sub merged with and into BMS, with BMS continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital.

Following the BMS merger, KWAC acquired, and Binah Capital contributed to KWAC all of the common units of BMS directly held by Binah Capital after the Wentworth merger, such that, following the Binah Capital contribution, BMS became a wholly-owned subsidiary of KWAC.

Upon the consummation of the Business Combination, (i) the holders of shares of KWAC’s common stock (“ KWAC Common Stock ”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) received one share of common stock of Holdings (“ Holdings Common Stock ”) in exchange for each share of KWAC Common Stock held by them, subject to adjustment as more fully described herein, (ii) 1,100,000 shares of Holdings Common Stock issued to Sponsor was placed by Holdings into an escrow account and will not be released to the Sponsor unless the dollar volume-weighted average price of Holdings Common Stock exceeds $12.00 for 20 trading days within any 30-day trading period during the four-year period following the consummation of the Business Combination, (iii) the holders of each whole warrant to purchase KWAC Class A Common Stock received one warrant to purchase Holdings Common Stock at an exercise price of $11.50 per share, (iv) 12 million shares of Holdings Common Stock, subject to adjustment as more fully described herein, was issued to the equity holders of BMS in proportion to their ownership interests in BMS, (v) an additional 1,100,000 shares of Holdings Common Stock was issued to certain equity holders of BMS, (vi) 3,084,450 KWAC Private Placement Warrants held by Sponsor were forfeited immediately prior to the effective time of the Business Combination, and (vii) 3,084,450 warrants to purchase Holding Common Stock at an exercise price of $11.50 per share were issued to the equity holders of BMS in proportion to their ownership interests in BMS.

As a result of the Business Combination, BMS became an indirect, wholly-owned subsidiary of Holdings.

Additionally, on the Closing Date, Holdings entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “ Holdings Series A Stock ”) in a private placement at $9.60 per share, for an aggregate purchase price of $14,400,000 (the “ Series A PIPE ”).

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Financial Highlights

Results for the three and six-month period ended June 30, 2024 included a net loss of approximately $(0.7) million and $(2.3) million and total revenue of approximately $40.6 million and $82.1 million, respectively, which compares to net income and total revenue of $0.1 million and $1.2 million and approximately $40.4 million and $83.8 million, respectively, for the three and six month period ended June 30, 2023.

Total advisory and brokerage assets served were $25.1 billion at June 30, 2024, compared to $23.1 billion at June 30, 2023.

Total net new assets were $(0.8) billion and $(2.2) billion for the three and six-month period ended June 30, 2024, compared to $(1.0) billion and $(2.1) billion for the same period in 2023.

Net new advisory assets were $0.0 billion and $(0.1) billion for the three and six-month period ended June 30, 2024, compared to $(0.3) billion and $(0.4) billion for the same period in 2023.

Advisory assets were $2.3 billion at June 30, 2024, which is approximately a 13% increase from the $2.0 billion at June 30, 2023.

Net new brokerage assets were $(0.8) billion and $(2.1) billion for the three and six-month period ended June 30, 2024, compared to $(0.7) billion and $(1.7) billion for the same period in 2023.

Brokerage assets were $22.8 billion at June 30, 2024, up approximately 8% from $21.1 billion at June 30, 2023.

Results for the three and nine-month period ended September 30, 2024 included a net loss of approximately $(1.2) million and $(3.5) million and total revenue of approximately $42.2 million and $124.3 million, respectively, which compares to net income and total revenue of $0.2 million and $ 1.4 million and approximately $42.9 million and $126.7 million, respectively, for the three and nine month period ended September 30, 2023.

Total advisory and brokerage assets served were $26.9 billion at September 30, 2024, compared to $22.8 billion at September 30, 2023.

Total net new assets were $0.4 billion and $(1.8) billion for the three- and nine-month period ended September 30, 2024, compared to $0.5 and $(3.2) billion for the same period in 2023.

Net new advisory assets were $0.0 billion and (0.1) billion for the three and nine-month period ended September 30, 2024, compared to $0.0 billion and $(0.5) billion for the same period in 2023.

Advisory assets were $2.5 billion at September 30, 2024, which is an increase of approximately 23% from the the $2.0 billion at September 30, 2023.

Net new brokerage assets were $0.4 and (1.7) billion for the three and nine-month period ended September 30, 2024, compared to $0.5 billion and $(2.7) billion for the same period in 2023.

Brokerage assets were $24.5 billion at September 30, 2024, up 17.5% from $20.8 billion at September 30, 2023.

Gross Profit Trend

Gross profit, a non-GAAP financial measure, was $7.3 million and $15.1 million for the three and six-month period ended June 30, 2024, a decrease of 3% from $7.5 million for the three months ended June 30, 2023 and a decrease of 5% from $15.8 million for the six months ended June 30, 2023.

Gross profit, a non-GAAP financial measure, was $8.4 million and $23.5 million for the three and nine-month period ended September 30, 2024, an increase of approximately 20% and 3% from $7.0 million and $22.8 million for the three and nine-month period ended September 30, 2023.

See the “ Key Performance Metrics and Non-GAAP Financial Measures ” section for additional information on gross profit.

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Our key operating, business and financial metrics are as follows:

As of and for the Periods Ended June 30,

As of and for the Three Months Ended September 30,

Operating Metric (dollars in billions)

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Total Advisory and Brokerage Assets

Three Months Ended June 30,

Six Months Ended June 30,

Net New Assets

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Total Net New Assets

For the three months ended

For the six months ended

Financial Metrics (dollars in millions)

Total revenue

Net income (loss)

Non-GAAP Financial Metrics (dollars in millions)

Gross Profit(1)

As of and for the Nine Months Ended September 30,

Operating Metric (dollars in billions)

Advisory and Brokerage Assets

Brokerage assets

Advisory assets

Total Advisory and Brokerage Assets

Net New Assets

Net new brokerage assets

Net new advisory assets

Total Net New Assets

Financial Metrics (dollars in millions)

Total revenue

Net income (loss)

Non-GAAP Financial Metrics (dollars in millions)

Gross Profit(1)

Gross profit is a non-GAAP financial measure defined as total revenue less commissions paid to financial advisors and registered representatives and other fees that generate the revenue.

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Below is a calculation of gross profit for the periods presented (in millions):

For the three months ended June 30,

For the six months ended June 30,

For the Three Months Ended September 30,

Total revenue

Commission and fees

For the Nine Months Ended September 30,

Total revenue

Commission and fees

EBITDA is a non-GAAP financial measure defined as net income plus interest expense, provision for income taxes, and depreciation and amortization.

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Below is a reconciliation of net income to EBITDA for the periods presented (in millions):

For the three months ended June 30,

For the six months ended June 30,

For the Three Months Ended September 30,

EBITDA Reconciliation

Net income (loss)

Interest expense

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Depreciation and amortization

For the Nine Months Ended September 30,

EBITDA Reconciliation

Net income (loss)

Interest expense

Provision for income taxes

Depreciation and amortization

Economic Overview and Impact of Financial Market Events

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Bureau of Economic Analysis, the U.S.

economy grew at an annualized pace of 2.8% in the second quarter of 2024, after growing at an annualized pace of 1.6% in the first quarter of this year.

Although inflation, rising interest rates and volatile global markets were all headwinds the U.S.

economy added roughly 503,000 jobs in the second quarter of 2024, while the unemployment rate averaged 4.0% in the second quarter of 2024, up slightly from the average in the prior quarter.

economy grew at an annualized pace of 2.8% in the third quarter of 2024, after growing at an annualized pace of 1.6% and 2.8% in the first and second quarter of this year, respectively.

economy added roughly 558,000 jobs in the third quarter of 2024, while the unemployment rate averaged 4.1% in the third quarter of 2024, consistent with the average in the prior quarter.

Our business is also sensitive to current and expected short-term interest rates, which are largely driven by Fed policy.

During the second quarter of 2024, Fed policymakers maintained the target range for the federal funds rate from 5.25% to 5.50%.

The equity markets rebounded resulting in the S&P 500 returning 4.3% during the second quarter of 2024.

During the third quarter of 2024, Fed policymakers lowered the target range for the federal funds rate to 4.8% to 5.0%.

The equity markets surged to new highs resulting in the S&P 500 returning 5.9% during the third quarter of 2024.

Please consult the Factors Affecting Our Financial Condition and Results of Operations, including those described in the section titled “ Risk Factors .”

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Results of Operations

The following presents an analysis of our results of operations for the three and six-month periods ended June 30, 2024 and 2023 ( in thousands ):

For the three months ended June 30,

For the six months ended June 30,

The following presents an analysis of our results of operations for the three and nine-month periods ended September 30, 2024 and 2023 ( in thousands ):

For the three months ended September 30,

For the nine months ended September 30,

Revenue from Contracts with Customers:

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Total revenues

For the three months ended June 30,

For the periods ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Commissions and fees

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Net income (loss)

Wentworth’s primary source of revenue is from fees and commissions from products and advisory services offered by our advisors to their clients, a substantial portion of which we pay out to our advisors.

The Company’s primary source of revenue is from fees and commissions from products and advisory services offered by our advisors to their clients, a substantial portion of which we pay out to our advisors.

We also generate interest income in accordance with our agreements with our clearing partners.

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Accordingly, total commission revenue is reported on a gross basis.

See Note 4 - Revenues From Contracts with Customers within the notes to the condensed consolidated financial statements for the three and six-month periods ended June 30, 2024, and 2023 for further details regarding our commission revenue by product category.

The following tables sets forth the components of our commission revenue for the three and six-month periods ended June 30, 2024 and 2023 (in thousands):

For the three-month period ended June 30,

See Note 4 - Revenues From Contracts with Customers within the notes to the condensed consolidated financial statements for the three and nine-month periods ended September 30, 2024, and 2023 for further details regarding our commission revenue by product category.

The following tables sets forth the components of our commission revenue for the three and nine-month periods ended September 30, 2024 and 2023 (in thousands):

For the three months ended September 30,

Total commission revenue

For the six-month period ended June 30,

For the nine months ended September 30,

Total commission revenue

Sales-based revenue decreased by approximately $6.2 million and $5.6 million or 28% and 15% for the three and six-month period ended June 30, 2024, respectively, as compared to 2023.

Trailing based revenue increased by approximately $6.4 million and $5.0 million or 57% and 16% for the three and six-month periods ended June 30, 2024, respectively, as compared to 2023.

The decrease in sales-based revenue for the three and six-month periods ended June 30, 2024 as compared to 2023 is attributable to a decrease in the generation of transactional based products.

The increase in the trailing based revenues is primarily due to the net increase in trailing based assets and increase in the market performance Commission revenue is generated from brokerage assets.

The following tables summarize the brokerage assets for the three and six-month periods ended June 30, 2024 and 2023 (in billions):

As of June 30,

Sales-based revenue decreased by approximately $2.5 and $8.1 million or 13.2% and 14.5% for the three and nine-month period ended September 30, 2024, respectively, as compared to 2023.

Trailing based revenue increased by approximately $1.8 and $6.8 million or 10.9% and 14.3% for the three and nine-month periods ended September 30, 2024, respectively, as compared to 2023.

The decrease in sales-based revenue for the three and nine-month periods ended September 30, 2024 as compared to 2023 is attributable to a decrease in the generation of transactional based products.

The increase in the trailing based revenues is primarily due to the positive market performance related to the trail-eligible assets.

Commission revenue is generated from brokerage assets.

The following tables summarize the brokerage assets as of September 30, 2024 and 2023 (in billions):

As of September 30,

Brokerage Assets

Included in the brokerage assets above are trail-eligible assets as follows (in billions):

As of June 30,

As of September 30,

Trail-Eligible Assets

The following table summarizes activity impacting brokerage assets for the periods ended (in billions):

For the three month ended June 30,

For the six months ended June 30,

Net Flows-Brokerage Assets

Three Months Ended September 30,

Balance - Beginning of period

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Balance - End of period

Nine Months Ended September 30,

Balance - Beginning of period

Net new brokerage assets(1)

Market impact(2)

Balance - End of period

(1) Net new brokerage assets consist of total client deposits less client withdrawals from brokerage accounts, plus dividends, plus interest.

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The advisory fees generated from the Company’s corporate advisory platform are based on a percentage of the market value of the eligible assets in the clients’ advisory accounts.

Advisory fees increased by approximately 20.2% and 10.3% for the three and six-month periods ended June 30, 2024, respectively, as compared to the same periods in June 30, 2023, due to positive returns in the market offset by outflows of advisory assets.

The following tables summarizes the advisory assets for the three and six-month periods ended June 30, 2024 and 2023 (in billions):

As of June 30 ,

Advisory fees increased by approximately 14.7% and 11.7% for the three and nine-month periods ended September 30, 2024, respectively, as compared to the same periods in September 30, 2023, due to positive returns in the market offset by outflows of advisory assets.

The following tables summarizes the advisory assets as of September 30, 2024 and 2023 (in billions):

As of September 30,

Advisory Assets

The following table summarizes activity impacting advisory assets for the periods ended (in billions):

For the three month ended June 30,

For the six months ended June 30,

Net Flows-Advisory Assets

Three Months Ended September 30,

Balance - Beginning of period

Net new brokerage assets

Net new advisory assets(1)

Market impact(2)

Balance - End of period

Nine Months Ended September 30,

Balance - Beginning of period

Net new advisory assets(1)

Market impact(2)

Balance - End of period

(1) Net new advisory assets consist of total client deposits less client withdrawals from custodial accounts, plus dividends, plus interest, minus advisory fees.

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Other income primarily includes amounts earned by the Company related to marketing and incentives earned from the sales of certain investment products by the financial advisors to its clients, primarily alternative investments, as well as sponsorship income.

The decrease in interest and other income for the period ended June 30, 2024, compared to 2023 is primarily related to a non-recurring income item that was earned in March 2023.

The decrease in interest and other income for the period ended September 30, 2024, compared to 2023 is primarily related to a non-recurring income item that was earned in March 2023.

Operating Expenses

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The following table sets forth our payout rate, which is a statistical or operating measure and monitored to review that such costs of revenue remain consistent on a period over period basis:

For the three months ended June 30,

For the six months ended June 30,

For the three and six-month periods ended June 30, 2024, the payout rate decreased as compared to 2023 as a result of in the prior year there was a non-recurring commissionable product that carried a payout at approximately 90%.

For the three months ended September 30,

For the Nine Months ended September 30,

For the three and nine-month periods ended September 30, 2024, the payout rate decreased as compared to 2023 as a result of in the prior year there was a non-recurring commissionable product that carried a payout at 90%.

Employee compensation and benefits

Employee compensation and benefits includes salaries, wages, benefits and related taxes for our employees.

Employee compensation and benefits for the three-month period ended June 30, 2024 as compared to June 30, 2023, increased by approximately 9%.

Employee compensation and benefits for the six-month period ended June 30, 2024 as compared to June 30, 2023, increased by approximately 4%.

Employee compensation and benefits for the three-month period ended September 30, 2024 increased as compared to September 30, 2023, by 27.5%, which relates to the addition of personnel costs attributed to the Company now operating as a public company.

Employee compensation and benefits for the nine-month period ended September 30, 2024 increased as compared to September 30, 2023, by 11.3% which relates to the addition of personnel costs attributed to the Company now operating as a public company.

Rent and occupancy

Rent and occupancy for the three-month period ended June 30, 2024 as compared to June 30, 2023 decreasing by approximately 7%.

Rent and occupancy for the six-month period ended June 30, 2024 as compared to June 30, 2023 decreasing by approximately 5%.

Rent and occupancy remained relatively consistent for the three-month period ended September 30, 2024 as compared to September 30, 2023 increasing slightly by 0.2%.

Rent and occupancy remained relatively consistent for the nine-month period ended September 30, 2024 as compared to September 30, 2023 decreasing by 3.3%.

Professional fees

Professional fees includes costs incurred related primarily to legal and accounting services.

Professional fees for the three months ended June 30, 2024 decreased by $.4 million as compared to the 2023 resulting from a decrease in professional fees related to the Business Combination that occurred in March 2024.

Professional fees for the six months ended June 30, 2024 increased by $3.2 million as compared to the 2023 which is directly related to transaction costs associated with the Business Combination.

Professional fees includes costs incurred related to legal and accounting services.

Professional fees for the three and nine-month periods ended September 30, 2024, as compared to 2023 increased by $0.4 million and $3.6 million, respectively, which is directly related to transaction costs associated with the Business Combination and specific costs related to the Company now operating as a public company.

Technology fees

Technology fees primarily represent infrastructure costs that support the Company’s technology and communications costs.

Technology fees increase by $0.1 million for the three months ended June 30, 2024 as compared 2023 and decreased by $0.1 million for six months ended June 30, 2024, respectively, as compared to 2023.

Technology fees decreased by $0.2 million and $0.3 million for the three and nine-month periods ended September 30, 2024, respectively, as compared to 2023.

Interest expense

Interest expense primarily includes interest associated with the Company’s credit facility and other debt obligations.

Interest expense decreased by $0.7 million and $0.8 million for the three and six-month periods ended June 30, 2024, respectively, as compared to 2023 resulting from the repayment and restructuring of the related party debt obligations of Wentworth.

Interest expense decreased by $0.5 million and $1.3 million for the three and nine-month periods ended September 30, 2024, respectively, as compared to 2023 resulting from the repayment and restructuring of the related party debt obligations of BMS.

Depreciation and amortization

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Provision for Income Taxes

Our effective income tax rate was (29.0)% and (15.2)% for the three and six-month periods ended June 30, 2024, as compared to 187.8% and 44.2% for the same periods in 2023, respectively.

The difference in our effective tax rate was related to the transaction expenses related to the Reverse Recapitalization.

Our effective income tax rate was approximately (46)% and (26)% for the three and nine-month periods ended September 30, 2024, as compared to (100)% and 20% for the same periods in 2023, respectively.

The decrease in our effective tax rate was related to the transaction expenses related to the Reverse Recapitalization.

Liquidity and capital resources

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Binah Capital Group, Inc.

through its indirectly wholly owned subsidiary Wentworth Management Services LLC, is the direct holding company of our operating subsidiaries, and considers its primary sources of liquidity to be dividends and management fees from our operating subsidiaries.

through its indirectly wholly owned subsidiary BMS, is the direct holding company of our operating subsidiaries, and considers its primary sources of liquidity to be dividends and management fees from our operating subsidiaries.

Sources of Liquidity

As of June 30, 2024, we had $19.7 million outstanding under our Senior Credit Facility with Oak Street Funding, LLC, net of debt issuance costs.

As of September 30, 2024, we had $19.1 million outstanding under our Senior Credit Facility with Oak Street Funding, LLC, net of debt issuance costs.

The associated debt facilities are as follows:

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On April 2, 2020, the Company entered into a Credit Agreement (the “Credit Agreement”) with Oak Street Funding LLC (“Oak Street”) in the amount of $25 million.

This note payable bears interest at the prime rate (“Prime”) (8.50% as of June 30, 2024) plus 2.25% and has a 10-year term and a 3-month interest only repayment provision.

As of June 30, 2024 and December 31, 2023, the outstanding balance of the Oak Street note, net of unamortized debt issuance costs was $16.7 million and $17.6 million, respectively.

This note payable bears interest at the prime rate (“Prime”) (8.00% as of September 30, 2024) plus 2.25% and has a 10-year term and a 3-month interest only repayment provision.

As of September 30, 2024 and December 31, 2023, the outstanding balance of the Oak Street note, net of unamortized debt issuance costs was $16.2 million and $17.6 million, respectively.

On April 25, 2021, the Company entered into an additional promissory note with Oak Street in the amount of $4.1 million related to the acquisition of WEG (“WEG Note”).

This note payable bears interest at Prime plus 2.25% and has a 10-year term.

As of June 30, 2024 and December 31, 2023, the outstanding balance of this note, net of unamortized debt issuance costs was $3.0 million and $3.2 million, respectively.

As of September 30, 2024 and December 31, 2023, the outstanding balance of this note, net of unamortized debt issuance costs was $3.0 million and $3.2 million, respectively.

Under the Oak Street notes, the Company is subject to certain covenants as defined in the agreements.

As of June 30, 2024 and December 31, 2023, the Company was in compliance with all financial related covenants.

The minimum payments and maturities of the Oak Street notes as of June 30, 2024 were as follows (in thousands):

Redeemable Convertible Preferred Stock

On March 15, 2024 (the “Funding Date”) in connection with the consummation of the Business Combination, Holdings and Wentworth entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “ Holdings Series A Stock ”) in a private placement at $9.60 per share, for an aggregate purchase price of $14,400,000 (the “ Series A PIPE ”).

As of September 30, 2024 and December 31, 2023, the Company was in compliance with all financial related covenants.

The minimum payments and maturities of the Oak Street notes as of September 30, 2024 were as follows (in thousands):

Series A Redeemable Convertible Preferred Stock

On March 15, 2024 (the “Funding Date”) in connection with the consummation of the Business Combination, Holdings and BMS entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “ Holdings Series A Stock ”) in a private placement at $9.60 per share, for an aggregate purchase price of $14,400,000 (the “ Series A PIPE ”).

The Holdings Series A Stock may be converted into shares of Holdings Common Stock after the second anniversary of the closing of the Series A PIPE, which such conversion shall initially be 1.5 shares of Holdings Common Stock for each share of Series A Convertible Preferred Stock, subject to certain adjustments provided in the Certificate of Designations.

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If the Series A Stock have not previously been redeemed or converted, the Series A Stock will be redeemed by Holdings on the fourth anniversary of the Funding Date.

SERIES B Convertible Preferred Stock

On September 4, 2024, the Company entered into a Subscription Agreement with certain investors for the purchase of 150,000 shares of Holdings’ Series B Convertible Preferred Stock (the “ Holdings Series B Stock ”) in a private placement at $10.00 per share, for an aggregate purchase price of $1,500,000).

The Holdings Series B Stock may be converted into shares of Holdings Common Stock, at the option of the investor at a rate equal to the quotient of (i) $10.00 divided, by (ii) the product of (A) .80 multiplied by, (B) the volume weighted average price for the 20 trading days during the 30-day period immediately prior to such conversion, provided that in no event shall the denominator be less than $6.00 per share (the “Conversion Rate”).

Additionally, the Holdings Series B Stock carries a cumulative dividend at a rate of nine percent (7%) per annum, payable and compounded quarterly on the last day of each quarter.

At the discretion of Holdings, the payment may be made in cash or up to 50% of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series B Stock at a value of $10 per share.

The Company may, at its option, in whole, or part, redeem the Holdings Series B Stock any time after the first anniversary of the date of the Subscription Agreement at a redemption price equal to the greater of (i) $12.00 per share of Holdings Series B Stock, plus accrued but unpaid dividends or (A) 1.20 multiplied by (B) the volume weighted average price for 20 trading days during the 30-day period immediately prior to the redemption;

provided that such price shall not greater than $20.00.

Other promissory notes

On November 30, 2017, Wentworth issued subordinated promissory notes in the aggregate principal amount of approximately $3.6 million to certain sellers in connection with the acquisition of the PKSH Entities.

On November 30, 2017, BMS issued subordinated promissory notes in the aggregate principal amount of approximately $3.6 million to certain sellers in connection with the acquisition of the PKSH Entities.

These notes had a maturity date of May 17, 2023 and accrued interest at a rate of 10% annually.

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Contingent consideration subordinated promissory notes

Additionally, in connection with the acquisition of the PKSH Entities, Wentworth agreed to pay contingent consideration in the amount of $5.0 million to certain sellers.

Additionally, in connection with the acquisition of the PKSH Entities, BMS agreed to pay contingent consideration in the amount of $5.0 million to certain sellers.

The conditions related to this contingency were met on November 30, 2018, and thus the notes had been issued to the sellers.

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As of December 31, 2023, the amount of principal and accrued interest related to these promissory notes was approximately $12.2 million.

Related interest expense was approximately $0 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively.

Related interest expense was approximately $0 million and $0.5 million for the periods ended September 30, 2024 and 2023, respectively.

In connection with the closing of the Business Combination, the Company paid approximately $3.5 million on these notes.

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The terms of these new promissory notes provide for maturity on May 15, 2027 and carries an interest rate of Prime plus 1.00%, but no less than 7.50% per annum.

Related interest expense was approximately $0.1 and $0 for the six months ended June 30, 2024 and 2023, respectively.

Other commitments

Wentworth had entered into promissory notes with certain of its members to provide for working capital.

BMS had entered into promissory notes with certain of its members to provide for working capital.

As of December 31, 2023, the amount of principal and accrued interest related to these notes were approximately $5.2 million.

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In connection with the closing of the Business Combination, the noteholders agreed to satisfy all outstanding obligations, including the payment of principal and interest, in exchange for an amount of cash equal to approximately $0.9 million, forgiveness of certain other obligations owed to a noteholder and the issuance of 357,000 shares of Common Stock of Binah Capital Group, Inc.

The following table sets forth a summary of cash flows for the six month period ended June 30, 2024 and 2023:

The following table sets forth a summary of cash flows for the nine-month period ended September 30, 2024 and 2023:

(in thousands)

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Cash Flows from Operating Activities .

Net cash used in operating activities was $2.1 million for the six-month period ended June 30, 2024, compared to net cash provided by of $0.2 million for the six-month period ended June 30 2023, representing a decrease of approximately $2.3 million.

The decrease was primarily attributable to the decrease in net income of approximately $1.2 million to a net loss of $2.2 million or a change of $3.4 million.

Net cash used in operating activities was $2.4 million for the nine-month period ended September 30, 2024, compared to net cash provided by of $0.4 million for the nine-month period ended September 30 2023, representing a decrease of approximately $2.7 million or 766%.

The decrease was primarily attributable to the decrease in net income of approximately $4.9 million to a net loss of $(3.5) million.

Cash Flows from Investing Activities .

Net cash used in investing activities was $0.0 million for the six-month period ended June 30, 2024, compared to $0.1 million for the six-month period ended June 30, 2023.

The decrease was primarily related to the decrease in the purchases of property and equipment.

Net cash used in investing activities was $.02 million for the nine-month period ended September 30, 2024, compared to $0.1 million for the nine-month period ended September 30, 2023.

The increase was primarily related to a decrease in the purchases of property and equipment.

Cash Flows from Financing Activities .

Net cash provided by financing activities was approximately $1.3 million for the six-month period ended June 30, 2024 compared to cash used in financing activities of approximately $1.3 million for the six-month period ended June 30, 2023.

The change is primarily related to the proceeds received from the Redeemable Convertible Preferred Financing offset by the repayments of the Wentworth related party debt obligations.

Net cash provided by financing activities was approximately $2.0 million for the nine-month period ended September 30, 2024 compared to cash used in financing activities of approximately $1.9 million for the nine-month period ended September 30, 2023.

The change is primarily related to the proceeds received from the Redeemable Convertible Preferred Financing offset by the repayments of the BMS related party debt obligations.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and other commitments as of June 30, 2024:

The following table summarizes our contractual obligations and other commitments as of September 30, 2024:

Payments Due by period

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(2) Represents the obligations under the amounts due to certain sellers of the PKSH entities.

(3) Represents future minimum lease payments as of June 30, 2024, under non-cancelable office leases.

(3) Represents future minimum lease payments as of September 30, 2024, under non-cancelable office leases.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Although these estimates are based on the Company’s knowledge of current events and actions the Company may undertake in the future, actual results could differ from those estimates and assumptions.

Although these estimates are based on the

Company’s knowledge of current events and actions the Company may undertake in the future, actual results could differ from those estimates and assumptions.

We define our critical accounting policies and estimates as those that require us to make subjective judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations as well as the specific manner in which we apply those principles.

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Management exercises judgment in determining whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenue on a net basis).

For additional information see Note 4 in the consolidated financial statements as of and for the three and six-months periods ended June 30, 2024 and 2023.

For additional information see Note 4 in the consolidated financial statements as of and for the three and nine-months periods ended September 30, 2024 and 2023.

Goodwill and Other Intangible Assets

31 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis