UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40742

Binah Capital Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	88-3276689
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

80 State Street

Albany, NY 12207

(Address of Principal Executive Offices, including zip code)

(212) 404-7002

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BCG	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share	BCGWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

On May 15, 2024, there were 16,565,885 shares of common stock, $0.0001 par value per share (“Common Stock”), issued and outstanding.

Table of Contents

BINAH CAPITAL GROUP, INC.

Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Financial Condition as of March 31, 2024 (Unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

SIGNATURES		37

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BINAH CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands except for share and per share amounts)


	Unaudited
	March 31, 2024		December 31, 2023
ASSETS
Assets:
Cash, cash equivalents and restricted cash	$	6,180	$	7,621
Receivables:
Commission receivable		8,554		8,220
Due from clearing broker		515		631
Other		1,532		1,587
Property and equipment, net		854		974
Right of use asset		4,184		4,332
Intangible assets, net		1,436		1,580
Goodwill		39,839		39,839
Other assets		2,741		2,626

TOTAL ASSETS	$	65,835	$	67,410


LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
Accounts payable, accrued expenses and other liabilities	$	8,452	$	9,082
Commissions payable		9,718		10,676
Operating lease liability		4,243		4,381
Notes payable, net of unamortized debt issuance costs of $619 and $645 as of March 31, 2024 and December 31, 2023, respectively		20,266		20,822
Promissory notes-affiliates		5,335		12,177
Due to members		—		5,169

TOTAL LIABILITIES		48,014		62,307

Mezzanine Equity:
Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,500,000 shares outstanding at March 31, 2024		14,400		—
Stockholders’ Equity and Members’ Equity:
Common stock, $0.0001 par value, 55,000,000 authorized, 16,565,885 issued and outstanding at March 31, 2024		—		—
Additional paid-in-capital		23,693		—
Accumulated deficit		(20,272)		—
Members’ Equity attributed to Legacy Wentworth Management Services LLC		—		5,103
Total Stockholders’ Equity, Mezzanine Equity and Members’ Equity Attributable to Wentworth Management Services LLC		17,821		5,103

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	65,835	$	67,410

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BINAH CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands except for share and per share amounts)


	Three months ended March 31,
	2024		2023
Revenues:
Revenue from Contracts with Customers:
Commissions	$	34,395	$	35,321
Advisory fees		5,685		5,627
Total Revenue from Contracts with Customers		40,080		40,948
Interest and other income		1,369		2,437

Total revenues		41,449		43,385

Expenses:
Commissions and fees		33,655		35,084
Employee compensation and benefits		3,457		3,500
Rent and occupancy		295		304
Professional fees		4,337		746
Technology fees		362		537
Interest		1,062		1,173
Depreciation and amortization		301		276
Other		(578)		408

Total expenses		42,891		42,028

Income (loss) before provision for income taxes		(1,442)		1,357

Provision for income taxes		139		285

Net income (loss)	$	(1,581)	$	1,072

Net income attributable to Legacy Wentworth Management Services LLC members		730		1,072

Net loss attributable to Binah Capital Group, Inc.	$	(2,311)	$	—

Net income loss per share basic and diluted	$	(0.14)		—

Weighted average shares: basic and diluted		16,565,885		—

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BINAH CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands except for share and per share amounts)

FOR THE THREE MONTHS ENDED MARCH 31, 2024

SEC Form 10-Q filed by Binah Capital Group Inc.