Cohen & Company Reports First Quarter 2023 Financial Results

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Cohen & Company Inc.
Cohen & Company Inc.

Board Declares Quarterly Dividend of $0.25 per Share

PHILADELPHIA and NEW YORK, May 04, 2023 (GLOBE NEWSWIRE) -- Cohen & Company Inc. (NYSE American: COHN), a financial services firm specializing in an expanding range of capital markets and asset management services, today reported financial results for its first quarter ended March 31, 2023.

Summary Operating Results

 

 

Three Months Ended

($ in thousands)

 

3/31/23

 

12/31/22

 

3/31/22

 

 

 

 

 

 

 

Net trading

 

$

8,210

 

 

$

9,644

 

 

$

12,022

 

Asset management

 

 

2,025

 

 

 

1,761

 

 

 

1,889

 

New issue and advisory

 

 

900

 

 

 

4,235

 

 

 

3,770

 

Principal transactions and other revenue

 

 

(2,311

)

 

 

(3,190

)

 

 

(18,363

)

Total revenues

 

 

8,824

 

 

 

12,450

 

 

 

(682

)

Compensation and benefits

 

 

10,537

 

 

 

8,970

 

 

 

13,879

 

Non-compensation operating expenses

 

 

5,770

 

 

 

6,251

 

 

 

5,317

 

Operating income

 

 

(7,483

)

 

 

(2,771

)

 

 

(19,878

)

Interest expense, net

 

 

(1,592

)

 

 

(1,179

)

 

 

(1,351

)

Income (loss) from equity method affiliates

 

 

(395

)

 

 

(6,401

)

 

 

(12,104

)

Income (loss) before income tax expense (benefit)

 

 

(9,470

)

 

 

(10,351

)

 

 

(33,333

)

Income tax expense (benefit)

 

 

584

 

 

 

1,260

 

 

 

1,833

 

Net income (loss)

 

 

(10,054

)

 

 

(11,611

)

 

 

(35,166

)

Less: Net income (loss) attributable to the non-convertible non-controlling interest

 

 

97

 

 

 

(4,223

)

 

 

(14,704

)

Enterprise net income (loss)

 

 

(10,151

)

 

 

(7,388

)

 

 

(20,462

)

Less: Net income (loss) attributable to the convertible non-controlling interest

 

 

(7,514

)

 

 

(4,387

)

 

 

(12,850

)

Net income (loss) attributable to Cohen & Company Inc.

 

$

(2,637

)

 

$

(3,001

)

 

$

(7,612

)

Fully diluted net income (loss) per share

 

$

(1.77

)

 

$

(2.10

)

 

$

(5.46

)

 

 

 

 

 

 

 

Adjusted pre-tax income (loss)

 

$

(9,567

)

 

$

(6,128

)

 

$

(18,629

)

Fully diluted adjusted pre-tax income (loss) per share

 

$

(1.74

)

 

$

(1.13

)

 

$

(3.35

)

 

Adjusted pre-tax income (loss) is not a measure recognized under U.S. generally accepted accounting principles (“GAAP”). See Note 1 below.

Lester Brafman, Chief Executive Officer of Cohen & Company, said, “Our investment portfolio continues to impact our results, as our combined negative principal transactions revenue and loss from equity method affiliates amounted to $3.0 million for the quarter. The prolonged slump in investment banking and origination resulted in less than expected new issue and advisory revenue during the quarter. We strongly believe in our team of bankers and originators, as we continue to build our pipeline, and look forward to more favorable capital markets. As we move forward, we remain focused on enhancing stockholder value, and in the first quarter we continued to pay our quarterly dividend.”

Financial Highlights

  • Net loss attributable to Cohen & Company Inc. was $2.6 million, or $1.77 per diluted share, for the three months ended March 31, 2023, compared to net loss of $3.0 million, or $2.10 per diluted share, for the three months ended December 31, 2022, and net loss of $7.6 million, or $5.46 per diluted share, for the three months ended March 31, 2022. Adjusted pre-tax loss was $9.6 million, or $1.74 per diluted share, for the three months ended March 31, 2023, compared to adjusted pre-tax loss of $6.1 million, or $1.13 per diluted share, for the three months ended December 31, 2022, and adjusted pre-tax loss of $18.6 million, or $3.35 per diluted share, for the three months ended March 31, 2022. Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per diluted share are not measures recognized under GAAP. See Note 1 below.

  • Revenues were $8.8 million for the three months ended March 31, 2023, compared to $12.5 million for the prior quarter and negative $0.7 million for the prior year quarter.

    • Net trading revenue was $8.2 million for the three months ended March 31, 2023, down $1.4 million from the prior quarter and $3.8 million from the prior year quarter. The decrease from both prior quarters was due primarily to lower trading revenue by our mortgage group.

    • Asset management revenue was $2.0 million for the three months ended March 31, 2023, up $0.3 million from the prior quarter and $0.1 million from the prior year quarter. The increase from both prior quarters was due primarily to an incentive allocation earned by the manager of the Company’s SPAC funds in the current quarter.

    • New issue and advisory revenue was $0.9 million for the three months ended March 31, 2023, down $3.3 million from the prior quarter and $2.9 million from the prior year quarter. In the current quarter, the Cohen & Company Capital Markets investment banking team generated $0.7 million and the U.S. insurance origination team generated $0.2 million of the new issue and advisory revenue.

    • Principal transactions and other revenue was negative $2.3 million for the three months ended March 31, 2023, compared to negative $3.2 million in the prior quarter and negative $18.4 million in the prior year quarter. In all quarters presented, the negative principal transactions and other revenue was primarily due to mark-to-market adjustments on the Company’s principal investments related to the Company’s involvement in the SPAC market as a sponsor, asset manager, and investor, which has resulted in increased holdings of public equity positions in post-business combination companies, which holdings are often restricted and are subject to market adjustments, both up and down.

  • Compensation and benefits expense during the three months ended March 31, 2023 increased $1.6 million from the prior quarter and decreased $3.3 million from the prior year quarter. The number of Company employees was 121 as of March 31, 2023, compared to 121 as of December 31, 2022, and 115 as of March 31, 2022.

  • Interest expense during the three months ended March 31, 2023 increased $0.4 million from the prior quarter and $0.2 million from the prior year quarter.

  • Loss from equity method affiliates for the three months ended March 31, 2023 was $0.4 million, compared to loss from equity method affiliates of $6.4 million for the prior quarter and loss from equity method affiliates of $12.1 million for the prior year quarter.

  • Income tax expense for the three months ended March 31, 2023 was $0.6 million, compared to $1.3 million in the prior quarter, and $1.8 million in the prior year quarter. The Company will continue to evaluate its operations on a quarterly basis and may adjust the valuation allowance applied against the Company's net operating loss and net capital loss tax assets. Future adjustments could be material and may result in additional tax benefit or tax expense.

Total Equity and Dividend Declaration

  • As of March 31, 2023, total equity was $82.4 million, compared to $94.0 million as of December 31, 2022; the non-convertible non-controlling interest component of total equity was $153 thousand as of March 31, 2023 and $17 thousand as of December 31, 2022. Thus, the total equity excluding the non-convertible non-controlling interest component was $82.2 million as of March 31, 2023, an $11.8 million decrease from $94.0 million as of December 31, 2022.

  • The Company’s Board of Directors has declared a quarterly dividend of $0.25 per share, payable on June 2, 2023, to stockholders of record as of May 18, 2023. The Board of Directors will continue to evaluate the dividend policy each quarter, and future decisions regarding dividends may be impacted by quarterly operating results and the Company’s capital needs.

Conference Call

The Company will host a conference call at 1:00 p.m. Eastern Time (ET), today, May 4, 2023, 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) 524-8416 (domestic) or +1 (412) 902-1028 (international). A replay of the call will be available for three days following the call by dialing (877) 660-6853 or (201) 612-7415, with participant passcode 13738623.

About Cohen & Company

Cohen & Company is a financial services company specializing in 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 gestation 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) S.A. in Europe. A division of JVB, Cohen & Company Capital Markets is the Company’s full-service boutique investment bank with a focus on mergers and acquisitions, capital markets, and SPAC advisory services. The Asset Management segment manages assets through collateralized debt obligations, managed accounts, and investment funds. As of March 31, 2023, the Company managed approximately $2.1 billion in primarily fixed income assets in a variety of asset classes including US and European trust preferred securities, subordinated debt, and corporate loans. 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 or other capital markets business activity. For more information, please visit www.cohenandcompany.com.

Note 1: Adjusted pre-tax income (loss) and adjusted pre-tax 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 Statements

This 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, including those caused by inflation, raising interest rates, and the Russian/Ukrainian war, (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, (k) the possibility that payments to the Company of subordinated management fees from its CDOs 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) a reduction in the volume of investments into SPACs, (n) the difficulty in identifying potential business combinations as a result of increased competition in the SPAC market, (o) the value of our holdings of founders shares in post-business combination companies is volatile and may decline and the possibility that significant portions of the founder shares may remain restricted for a long period of time, (p) the possibility that the Company will stop paying quarterly dividends to its stockholders, (q) the possibility that the Company will incur additional losses liquidating collateral related to a reverse repo with now bankrupt First Guaranty Mortgage Corporation, (r) the impacts of rising interest rates and inflation, and (s) 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 Results

Due 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

 

 

 

 

3/31/23

 

12/31/22

 

3/31/22

 

 

Revenues

 

 

 

 

 

 

 

 

Net trading

 

$

8,210

 

 

$

9,644

 

 

$

12,022

 

 

 

Asset management

 

 

2,025

 

 

 

1,761

 

 

 

1,889

 

 

 

New issue and advisory

 

 

900

 

 

 

4,235

 

 

 

3,770

 

 

 

Principal transactions and other revenue

 

 

(2,311

)

 

 

(3,190

)

 

 

(18,363

)

 

 

Total revenues

 

 

8,824

 

 

 

12,450

 

 

 

(682

)

 

 

Operating expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

10,537

 

 

 

8,970

 

 

 

13,879

 

 

 

Business development, occupancy, equipment

 

 

1,301

 

 

 

1,299

 

 

 

1,248

 

 

 

Subscriptions, clearing, and execution

 

 

2,125

 

 

 

2,249

 

 

 

1,941

 

 

 

Professional services and other operating

 

 

2,200

 

 

 

2,560

 

 

 

1,996

 

 

 

Depreciation and amortization

 

 

144

 

 

 

143

 

 

 

132

 

 

 

Total operating expenses

 

 

16,307

 

 

 

15,221

 

 

 

19,196

 

 

 

Operating income (loss)

 

 

(7,483

)

 

 

(2,771

)

 

 

(19,878

)

 

 

Non-operating income (expense)

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(1,592

)

 

 

(1,179

)

 

 

(1,351

)

 

 

Income (loss) from equity method affiliates

 

 

(395

)

 

 

(6,401

)

 

 

(12,104

)

 

 

Income (loss) before income tax expense (benefit)

 

 

(9,470

)

 

 

(10,351

)

 

 

(33,333

)

 

 

Income tax expense (benefit)

 

 

584

 

 

 

1,260

 

 

 

1,833

 

 

 

Net income (loss)

 

 

(10,054

)

 

 

(11,611

)

 

 

(35,166

)

 

 

Less: Net income (loss) attributable to the non-convertible non-controlling interest

 

 

97

 

 

 

(4,223

)

 

 

(14,704

)

 

 

Enterprise net income (loss)

 

 

(10,151

)

 

 

(7,388

)

 

 

(20,462

)

 

 

Less: Net income (loss) attributable to the convertible non-controlling interest

 

 

(7,514

)

 

 

(4,387

)

 

 

(12,850

)

 

 

Net income (loss) attributable to Cohen & Company Inc.

 

$

(2,637

)

 

$

(3,001

)

 

$

(7,612

)

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

Basic

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cohen & Company Inc.

 

$

(2,637

)

 

$

(3,001

)

 

$

(7,612

)

 

 

Basic shares outstanding

 

 

1,489

 

 

 

1,429

 

 

 

1,395

 

 

 

Net income (loss) attributable to Cohen & Company Inc. per share

 

$

(1.77

)

 

$

(2.10

)

 

$

(5.46

)

 

 

Fully Diluted

 

 

 

 

 

 

 

 

Net income (loss) attributable to Cohen & Company Inc.

 

$

(2,637

)

 

$

(3,001

)

 

$

(7,612

)

 

 

Net income (loss) attributable to the convertible non-controlling interest

 

 

(7,514

)

 

 

-

 

 

 

-

 

 

 

Income tax and conversion adjustment

 

 

435

 

 

 

-

 

 

 

-

 

 

 

Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation

 

$

(9,716

)

 

$

(3,001

)

 

$

(7,612

)

 

 

Basic shares outstanding

 

 

1,489

 

 

 

1,429

 

 

 

1,395

 

 

 

Unrestricted Operating LLC membership units exchangeable into COHN shares

 

 

3,998

 

 

 

-

 

 

 

-

 

 

 

Fully diluted shares outstanding (1)

 

 

5,487

 

 

 

1,429

 

 

 

1,395

 

 

 

Fully diluted net income (loss) per share

 

$

(1.77

)

 

$

(2.10

)

 

$

(5.46

)

 

 

 

 

 

 

 

 

 

 

Reconciliation of adjusted pre-tax income (loss) to net income (loss) attributable to Cohen & Company Inc. and calculations of per share amounts

 

Net income (loss) attributable to Cohen & Company Inc.

 

$

(2,637

)

 

$

(3,001

)

 

$

(7,612

)

 

 

Addback (deduct): Income tax expense (benefit)

 

 

584

 

 

 

1,260

 

 

 

1,833

 

 

 

Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest

 

 

(7,514

)

 

 

(4,387

)

 

 

(12,850

)

 

 

Adjusted pre-tax income (loss)

 

 

(9,567

)

 

 

(6,128

)

 

 

(18,629

)

 

 

Net interest attributable to convertible debt

 

 

-

 

 

 

-

 

 

 

327

 

 

 

Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax income (loss) per share calculation

 

$

(9,567

)

 

$

(6,128

)

 

$

(18,302

)

 

 

 

 

 

 

 

 

 

 

 

Adjusted fully diluted shares outstanding (2)

 

 

5,505

 

 

 

5,424

 

 

 

5,461

 

 

 

Fully diluted adjusted pre-tax income (loss) per share

 

$

(1.74

)

 

$

(1.13

)

 

$

(3.35

)

 

 

 

 

 

 

 

 

 

 

 

(1) When the fully diluted net income (loss) per share is anti-dilutive, the basic shares outstanding are presented on this line item.

 

 

(2) Adjusted fully diluted shares outstanding includes (a) Operating LLC units exchangeable into COHN shares at all times, including weighted restricted units, and (b) weighted restricted shares, even during periods when the corresponding GAAP calculation of fully diluted shares outstanding above does not include them. The Operating LLC units are always included because the non-GAAP measure of performance, adjusted pre-tax income (loss), always includes net income (loss) attributable to the corresponding convertible interest.

 


COHEN & COMPANY INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

 

 

 

 

 

 

 

March 31, 2023

 

 

 

 

 

 

(unaudited)

 

December 31, 2022

 

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,641

 

 

$

29,101

 

 

 

Receivables from brokers, dealers, and clearing agencies

 

 

103,261

 

 

 

140,933

 

 

 

Due from related parties

 

 

767

 

 

 

787

 

 

 

Other receivables

 

 

6,639

 

 

 

9,527

 

 

 

Investments - trading

 

 

197,857

 

 

 

211,828

 

 

 

Other investments, at fair value

 

 

22,395

 

 

 

28,022

 

 

 

Receivables under resale agreements

 

 

381,813

 

 

 

437,692

 

 

 

Investment in equity method affiliates

 

 

9,240

 

 

 

8,929

 

 

 

Deferred income taxes

 

 

6,545

 

 

 

6,934

 

 

 

Goodwill

 

 

109

 

 

 

109

 

 

 

Right-of-use asset - operating leases

 

 

9,144

 

 

 

9,647

 

 

 

Other assets

 

 

3,814

 

 

 

3,546

 

 

 

Total assets

 

$

745,225

 

 

$

887,055

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Payables to brokers, dealers, and clearing agencies

 

$

106,639

 

 

$

134,985

 

 

 

Accounts payable and other liabilities

 

 

8,999

 

 

 

11,439

 

 

 

Accrued compensation

 

 

6,432

 

 

 

12,434

 

 

 

Trading securities sold, not yet purchased

 

 

97,696

 

 

 

133,957

 

 

 

Other investments sold, not yet purchased

 

 

73

 

 

 

78

 

 

 

Securities sold under agreements to repurchase

 

 

395,226

 

 

 

452,797

 

 

 

Due to related parties

 

 

834

 

 

 

-

 

 

 

Operating lease liability

 

 

9,920

 

 

 

10,447

 

 

 

Redeemable financial instruments