Cohen & Company Reports Second Quarter 2023 Financial Results
Board Declares Quarterly Dividend of
PHILADELPHIA and NEW YORK, Aug. 02, 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 second quarter ended June 30, 2023.
Summary Operating Results
| Three Months Ended | Six Months Ended | ||||||||||||||||||
| ($ in thousands) | 6/30/23 | 3/31/23 | 6/30/22 | 6/30/23 | 6/30/22 | ||||||||||||||
| Net trading | $ | 7,416 | $ | 8,210 | $ | 10,377 | $ | 15,626 | $ | 22,399 | |||||||||
| Asset management | 1,605 | 2,025 | 1,898 | 3,630 | 3,787 | ||||||||||||||
| New issue and advisory | 1,395 | 900 | 3,481 | 2,295 | 7,251 | ||||||||||||||
| Principal transactions and other revenue | 12,156 | (2,311 | ) | (6,602 | ) | 9,845 | (24,965 | ) | |||||||||||
| Total revenues | 22,572 | 8,824 | 9,154 | 31,396 | 8,472 | ||||||||||||||
| Compensation and benefits | 10,001 | 10,537 | 12,214 | 20,538 | 26,093 | ||||||||||||||
| Non-compensation operating expenses | 5,572 | 5,770 | 5,102 | 11,342 | 10,419 | ||||||||||||||
| Operating income | 6,999 | (7,483 | ) | (8,162 | ) | (484 | ) | (28,040 | ) | ||||||||||
| Interest expense, net | (1,630 | ) | (1,592 | ) | (1,106 | ) | (3,222 | ) | (2,457 | ) | |||||||||
| Income (loss) from equity method affiliates | (511 | ) | (395 | ) | (3,044 | ) | (906 | ) | (15,148 | ) | |||||||||
| Income (loss) before income tax expense (benefit) | 4,858 | (9,470 | ) | (12,312 | ) | (4,612 | ) | (45,645 | ) | ||||||||||
| Income tax expense (benefit) | 5,550 | 584 | (60 | ) | 6,134 | 1,773 | |||||||||||||
| Net income (loss) | (692 | ) | (10,054 | ) | (12,252 | ) | (10,746 | ) | (47,418 | ) | |||||||||
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | 6,503 | 97 | (4,167 | ) | 6,600 | (18,871 | ) | ||||||||||||
| Enterprise net income (loss) | (7,195 | ) | (10,151 | ) | (8,085 | ) | (17,346 | ) | (28,547 | ) | |||||||||
| Less: Net income (loss) attributable to the convertible non-controlling interest | (594 | ) | (7,514 | ) | (6,228 | ) | (8,108 | ) | (19,078 | ) | |||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | (6,601 | ) | $ | (2,637 | ) | $ | (1,857 | ) | $ | (9,238 | ) | $ | (9,469 | ) | ||||
| Fully diluted net income (loss) per share | $ | (4.34 | ) | $ | (1.77 | ) | $ | (1.53 | ) | $ | (6.14 | ) | $ | (6.71 | ) | ||||
| Adjusted pre-tax income (loss) | $ | (1,645 | ) | $ | (9,567 | ) | $ | (8,145 | ) | $ | (11,212 | ) | $ | (26,774 | ) | ||||
| Fully diluted adjusted pre-tax income (loss) per share | $ | (0.30 | ) | $ | (1.74 | ) | $ | (1.51 | ) | $ | (2.03 | ) | $ | (4.91 | ) | ||||
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 principal investing segment recovered, while net trading and new issue and advisory revenue remained relatively stagnant during the second quarter. Our team of bankers and originators continue to build our pipeline, which we expect will drive higher revenue in the near term. As we continue to make progress on our pipeline, we are pleased to have already closed approximately
Financial Highlights
- Net loss attributable to Cohen & Company Inc. was
$6.6 million , or$4.34 per diluted share, for the three months ended June 30, 2023, compared to net loss of$2.6 million , or$1.77 per diluted share, for the three months ended March 31, 2023, and net loss of$1.9 million , or$1.53 per diluted share, for the three months ended June 30, 2022. Adjusted pre-tax loss was$1.6 million , or$0.30 per diluted share, for the three months ended June 30, 2023, compared to adjusted pre-tax loss of$9.6 million , or$1.74 per diluted share, for the three months ended March 31, 2023, and adjusted pre-tax loss of$8.1 million , or$1.51 per diluted share, for the three months ended June 30, 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
$22.6 million for the three months ended June 30, 2023, compared to$8.8 million for the prior quarter and$9.2 million for the prior year quarter.
- Net trading revenue was
$7.4 million for the three months ended June 30, 2023, down$0.8 million from the prior quarter and$3.0 million from the prior year quarter. The decrease from the prior quarter was due primarily to lower trading revenue by our corporate, agency, municipal, and treasury groups, and the decrease from the prior year quarter was due primarily to lower trading revenue by our mortgage group. - Asset management revenue was
$1.6 million for the three months ended June 30, 2023, down$0.4 million from the prior quarter and$0.3 million from the prior year quarter. The decrease from both prior quarters was due primarily to no revenue being earned by the manager of the Company’s SPAC fund in the current quarter, as a result of SPAC fund investors redeeming all of their interests in the SPAC fund at the end of the first quarter of 2023. - New issue and advisory revenue was
$1.4 million for the three months ended June 30, 2023, up$0.5 million from the prior quarter and down$2.1 million from the prior year quarter. In the current quarter, the Cohen & Company Capital Markets investment banking team generated$0.9 million and the U.S. insurance origination team generated$0.5 million of the new issue and advisory revenue. - Principal transactions and other revenue was
$12.2 million for the three months ended June 30, 2023, compared to negative$2.3 million in the prior quarter and negative$6.6 million in the prior year quarter.
- Net trading revenue was
- Compensation and benefits expense during the three months ended June 30, 2023 decreased
$0.5 million from the prior quarter and$2.2 million from the prior year quarter. The number of Company employees was 117 as of June 30, 2023, compared to 121 as of March 31, 2023, and 121 as of June 30, 2022. - Interest expense during the three months ended June 30, 2023 was comparable to the prior quarter and increased
$0.5 million from the prior year quarter. The increase from the prior year quarter was primarily due to higher interest on our trust preferred securities. - Loss from equity method affiliates for the three months ended June 30, 2023 was
$0.5 million , compared to loss from equity method affiliates of$0.4 million for the prior quarter and loss from equity method affiliates of$3.0 million for the prior year quarter. - Income tax expense for the three months ended June 30, 2023 was
$5.6 million , compared to$0.6 million in the prior quarter, and income tax benefit of$0.1 million in the prior year quarter. The current quarter expense was the result of an increase to the valuation allowance applied against the Company's net operating loss and net capital loss tax assets. 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 June 30, 2023, total equity was
$81.3 million , compared to$94.0 million as of December 31, 2022; the non-convertible non-controlling interest component of total equity was$6.7 million as of June 30, 2023 and$17 thousand as of December 31, 2022. Thus, the total equity excluding the non-convertible non-controlling interest component was$74.7 million as of June 30, 2023, a$19.4 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 September 1, 2023, to stockholders of record as of August 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.
Update on Quarterly Conference Calls
Cohen & Company will not conduct quarterly conference calls for the foreseeable future. The Company intends to continue its practice of issuing earnings releases in connection with the filing of its quarterly and annual reports. Investors can find contact information at the bottom of this release should they have any questions about the second quarter results or the Company.
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 June 30, 2023, the Company managed approximately
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
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 | Six Months Ended | ||||||||||||||||||||
| 6/30/23 | 3/31/23 | 6/30/22 | 6/30/23 | 6/30/22 | |||||||||||||||||
| Revenues | |||||||||||||||||||||
| Net trading | $ | 7,416 | $ | 8,210 | $ | 10,377 | $ | 15,626 | $ | 22,399 | |||||||||||
| Asset management | 1,605 | 2,025 | 1,898 | 3,630 | 3,787 | ||||||||||||||||
| New issue and advisory | 1,395 | 900 | 3,481 | 2,295 | 7,251 | ||||||||||||||||
| Principal transactions and other revenue | 12,156 | (2,311 | ) | (6,602 | ) | 9,845 | (24,965 | ) | |||||||||||||
| Total revenues | 22,572 | 8,824 | 9,154 | 31,396 | 8,472 | ||||||||||||||||
| Operating expenses | |||||||||||||||||||||
| Compensation and benefits | 10,001 | 10,537 | 12,214 | 20,538 | 26,093 | ||||||||||||||||
| Business development, occupancy, equipment | 1,318 | 1,301 | 1,295 | 2,619 | 2,543 | ||||||||||||||||
| Subscriptions, clearing, and execution | 2,343 | 2,125 | 1,972 | 4,468 | 3,913 | ||||||||||||||||
| Professional services and other operating | 1,762 | 2,200 | 1,692 | 3,962 | 3,688 | ||||||||||||||||
| Depreciation and amortization | 149 | 144 | 143 | 293 | 275 | ||||||||||||||||
| Total operating expenses | 15,573 | 16,307 | 17,316 | 31,880 | 36,512 | ||||||||||||||||
| Operating income (loss) | 6,999 | (7,483 | ) | (8,162 | ) | (484 | ) | (28,040 | ) | ||||||||||||
| Non-operating income (expense) | |||||||||||||||||||||
| Interest expense, net | (1,630 | ) | (1,592 | ) | (1,106 | ) | (3,222 | ) | (2,457 | ) | |||||||||||
| Income (loss) from equity method affiliates | (511 | ) | (395 | ) | (3,044 | ) | (906 | ) | (15,148 | ) | |||||||||||
| Income (loss) before income tax expense (benefit) | 4,858 | (9,470 | ) | (12,312 | ) | (4,612 | ) | (45,645 | ) | ||||||||||||
| Income tax expense (benefit) | 5,550 | 584 | (60 | ) | 6,134 | 1,773 | |||||||||||||||
| Net income (loss) | (692 | ) | (10,054 | ) | (12,252 | ) | (10,746 | ) | (47,418 | ) | |||||||||||
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | 6,503 | 97 | (4,167 | ) | 6,600 | (18,871 | ) | ||||||||||||||
| Enterprise net income (loss) | (7,195 | ) | (10,151 | ) | (8,085 | ) | (17,346 | ) | (28,547 | ) | |||||||||||
| Less: Net income (loss) attributable to the convertible non-controlling interest | (594 | ) | (7,514 | ) | (6,228 | ) | (8,108 | ) | (19,078 | ) | |||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | (6,601 | ) | $ | (2,637 | ) | $ | (1,857 | ) | $ | (9,238 | ) | $ | (9,469 | ) | ||||||
| Earnings per share | |||||||||||||||||||||
| Basic | |||||||||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | (6,601 | ) | $ | (2,637 | ) | $ | (1,857 | ) | $ | (9,238 | ) | $ | (9,469 | ) | ||||||
| Basic shares outstanding | 1,520 | 1,489 | 1,428 | 1,505 | 1,412 | ||||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. per share | $ | (4.34 | ) | $ | (1.77 | ) | $ | (1.30 | ) | $ | (6.14 | ) | $ | (6.71 | ) | ||||||
| Fully Diluted | |||||||||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | (6,601 | ) | $ | (2,637 | ) | $ | (1,857 | ) | $ | (9,238 | ) | $ | (9,469 | ) | ||||||
| Net income (loss) attributable to the convertible non-controlling interest | - | (7,514 | ) | (6,228 | ) | - | - | ||||||||||||||
| Income tax and conversion adjustment | - | 435 | (172 | ) | - | - | |||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation | $ | (6,601 | ) | $ | (9,716 | ) | $ | (8,257 | ) | $ | (9,238 | ) | $ | (9,469 | ) | ||||||
| Basic shares outstanding | 1,520 | 1,489 | 1,428 | 1,505 | 1,412 | ||||||||||||||||
| Unrestricted Operating LLC membership units exchangeable into COHN shares | - | 3,998 | 3,966 | - | - | ||||||||||||||||
| Fully diluted shares outstanding (1) | 1,520 | 5,487 | 5,394 | 1,505 | 1,412 | ||||||||||||||||
| Fully diluted net income (loss) per share | $ | (4.34 | ) | $ | (1.77 | ) | $ | (1.53 | ) | $ | (6.14 | ) | $ | (6.71 | ) | ||||||
| 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. | $ | (6,601 | ) | $ | (2,637 | ) | $ | (1,857 | ) | $ | (9,238 | ) | $ | (9,469 | ) | ||||||
| Addback (deduct): Income tax expense (benefit) | 5,550 | 584 | (60 | ) | 6,134 | 1,773 | |||||||||||||||
| Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest | (594 | ) | (7,514 | ) | (6,228 | ) | (8,108 | ) | (19,078 | ) | |||||||||||
| Adjusted pre-tax income (loss) | (1,645 | ) | (9,567 | ) | (8,145 | ) | (11,212 | ) | (26,774 | ) | |||||||||||
| Net interest attributable to convertible debt | - | - | - | - | 327 | ||||||||||||||||
| Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax income (loss) per share calculation | $ | (1,645 | ) | $ | (9,567 | ) | $ | (8,145 | ) | $ | (11,212 | ) | $ | (26,447 | ) | ||||||
| Adjusted fully diluted shares outstanding (2) | 5,535 | 5,505 | 5,401 | 5,520 | 5,382 | ||||||||||||||||
| Fully diluted adjusted pre-tax income (loss) per share | $ | (0.30 | ) | $ | (1.74 | ) | $ | (1.51 | ) | $ | (2.03 | ) | $ | (4.91 | ) | ||||||
| (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) | |||||||||
| June 30, 2023 | December 31, | ||||||||
| (unaudited) | 2022 | ||||||||
| Assets | |||||||||
| Cash and cash equivalents | $ | 12,166 | $ | 29,101 | |||||
| Receivables from brokers, dealers, and clearing agencies | 108,020 | 140,933 | |||||||
| Due from related parties | 719 | 787 | |||||||
| Other receivables | 5,734 | 9,527 | |||||||
| Investments - trading | 192,805 | 211,828 | |||||||
| Other investments, at fair value | 56,868 | 28,022 | |||||||
| Receivables under resale agreements | 457,528 | 437,692 | |||||||
| Investment in equity method affiliates | 8,782 | 8,929 | |||||||
| Deferred income taxes | 331 | 6,934 | |||||||
| Goodwill | 109 | 109 | |||||||
| Right-of-use asset - operating leases | 8,612 | 9,647 | |||||||
| Other assets | 4,452 | 3,546 | |||||||
| Total assets | $ | 856,126 | $ | 887,055 | |||||
| Liabilities | |||||||||
| Payables to brokers, dealers, and clearing agencies | $ | 127,627 | $ | 134,985 | |||||
| Accounts payable and other liabilities | 8,513 | 11,439 | |||||||
| Accrued compensation | 8,044 | 12,434 | |||||||
| Trading securities sold, not yet purchased | 98,117 | 133,957 | |||||||
| Other investments sold, not yet purchased, at fair value | 28,606 | 78 | |||||||
| Securities sold under agreements to repurchase | 457,351 | 452,797 | |||||||
| Operating lease liability | 9,365 | 10,447 | |||||||
| Redeemable financial instruments | 7,868 | 7,868 | |||||||
| Debt | 29,324 | 29,024 | |||||||
| Total liabilities | 774,815 | 793,029 | |||||||
| Equity | |||||||||
| Voting non-convertible preferred stock | 27 | 27 | |||||||
| Common stock | 18 | 17 | |||||||
| Additional paid-in capital | 73,967 | 72,801 | |||||||
| Accumulated other comprehensive loss | (955 | ) | (955 | ) | |||||
| Accumulated deficit | (35,373 | ) | (25,151 | ) | |||||
| Total stockholders' equity | 37,684 | 46,739 | |||||||
| Non-controlling interest | 43,627 | 47,287 | |||||||
| Total equity | 81,311 | 94,026 | |||||||
| Total liabilities and equity | $ | 856,126 | $ | 887,055 | |||||
Non-GAAP Measures
Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per diluted share
Adjusted pre-tax income (loss) is not a financial measure recognized by GAAP. Adjusted pre-tax income (loss) represents net income (loss) attributable to Cohen & Company Inc., computed in accordance with GAAP, excluding income tax expense (benefit), plus the net income (loss) attributable to the convertible non-controlling interest. Income tax expense (benefit) has been excluded because a pre-tax measurement of enterprise earnings that includes net income (loss) attributable to the convertible non-controlling interest is a useful and appropriate measure of performance. Furthermore, our income tax expense (benefit) has been, and we expect it will continue to be, a substantially non-cash item for the foreseeable future, generated from adjustments in our valuation allowance applied to the Company’s gross deferred tax assets. Convertible non-controlling interest is added back to adjusted pre-tax income because the underlying Cohen & Company, LLC equity units are convertible into Cohen & Company Inc. shares. Adjusted pre-tax income (loss) per diluted share is calculated, by dividing adjusted pre-tax income (loss) by diluted shares outstanding, both of which include adjustments used in the corresponding calculation in accordance with GAAP.
We present adjusted pre-tax 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 pre-tax 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 pre-tax income (loss) and related per diluted share amounts to evaluate the performance of our enterprise operations. Adjusted pre-tax 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 pre-tax income (loss) should not be assessed in isolation from or construed as a substitute for net income (loss) attributable to Cohen & Company Inc. prepared in accordance with GAAP. Adjusted pre-tax 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. | Nick Jannuzzi |
| Executive Vice President and | 212-351-8957 |
| Chief Financial Officer | njannuzzi@joelefrank.com |
| 215-701-8952 | |
| investorrelations@cohenandcompany.com | |
