COHN Cohen & Company Inc

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 third quarter ended September 30, 2023.

Summary Operating Results

($ in thousands)	Three Months Ended									Nine Months Ended
	9/30/23			6/30/23			9/30/22			9/30/23			9/30/22
Net trading	$     7,491			$      7,416			$       7,966			$   23,117			$  30,365
Asset management	1,788			1,605			3,456			5,418			7,243
New issue and advisory	7,247			1,395			13,235			9,542			20,486
Principal transactions and other revenue	595			12,156			(1,192	)		10,440			(26,157	)
Total revenues	17,121			22,572			23,465			48,517			31,937
Compensation and benefits	15,219			10,001			15,227			35,757			41,320
Non-compensation operating expenses	6,006			5,572			5,390			17,348			15,809
Operating income (loss)	(4,104	)		6,999			2,848			(4,588	)		(25,192	)
Interest expense, net	(1,685	)		(1,630	)		(1,346	)		(4,907	)		(3,803	)
Income (loss) from equity method affiliates	(702	)		(511	)		618			(1,608	)		(14,530	)
Income (loss) before income tax expense (benefit)	(6,491	)		4,858			2,120			(11,103	)		(43,525	)
Income tax expense (benefit)	(755	)		5,550			1,761			5,379			3,534
Net income (loss)	(5,736	)		(692	)		359			(16,482	)		(47,059	)
Less: Net income (loss) attributable to the non-convertible non-controlling interest	1,936			6,503			(109	)		8,536			(18,980	)
Enterprise net income (loss)	(7,672	)		(7,195	)		468			(25,018	)		(28,079	)
Less: Net income (loss) attributable to the convertible non-controlling interest	(7,249	)		(594	)		1,387			(15,357	)		(17,691	)
Net income (loss) attributable to Cohen & Company Inc.	$       (423	)		$    (6,601	)		$        (919	)		$    (9,661	)		$ (10,388	)
Fully diluted net income (loss) per share	$      (0.28	)		$      (4.34	)		$       (0.64	)		$      (6.40	)		$     (7.33	)
Adjusted pre-tax income (loss)	$    (8,427	)		$    (1,645	)		$       2,229			$ (19,639	)		$ (24,545	)
Fully diluted adjusted pre-tax income (loss) per share	$      (1.52	)		$      (0.30	)		$         0.41			$      (3.55	)		$     (4.49	)

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 results were mixed during the third quarter, driven by stronger new issue and advisory revenue and weaker principal transactions revenue. Of the $7.2 million new issue and advisory revenue, $6.0 million was generated by the Cohen & Company Capital Markets investment banking team and $1.2 million was generated by the European origination team. Our principal transactions revenue was negatively affected by the $6.8 million write-off of our investment in Stoa USA Inc. / FlipOS, a property technology company, which was impacted by the changing US housing market. We are optimistic about the future and hope to see more realization of our deal pipeline in the near term, and remain focused on enhancing stockholder value including through continued payment of our quarterly dividend.”

Financial Highlights

• Net loss attributable to Cohen & Company Inc. was $0.4 million, or $0.28 per diluted share, for the three months ended September 30, 2023, compared to net loss of $6.6 million, or $4.34 per diluted share, for the three months ended June 30, 2023, and net loss of $0.9 million, or $0.64 per diluted share, for the three months ended September 30, 2022. Adjusted pre-tax loss was $8.4 million, or $1.52 per diluted share, for the three months ended September 30, 2023, compared to adjusted pre-tax loss of $1.6 million, or $0.30 per diluted share, for the three months ended June 30, 2023, and adjusted pre-tax income of $2.2 million, or $0.41 per diluted share, for the three months ended September 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 $17.1 million for the three months ended September 30, 2023, compared to $22.6 million for the prior quarter and $23.5 million for the prior year quarter.
  • Net trading revenue was $7.5 million for the three months ended September 30, 2023, similar to the prior quarter and down $0.5 million from the prior year quarter. The decrease from the prior year quarter was due primarily to lower trading revenue by our corporate, primary CD, and municipal groups, partially offset by our treasury and mortgage groups.
  • Asset management revenue was $1.8 million for the three months ended September 30, 2023, up $0.2 million from the prior quarter and down $1.7 million from the prior year quarter. The decrease from the prior year quarter was due primarily to the successful auction of an Alesco CDO in September 2022, and the accompanying $1.6 million of subordinated management fees in arrears that were recorded in the prior year quarter.
  • New issue and advisory revenue was $7.2 million for the three months ended September 30, 2023, up $5.9 million from the prior quarter and down $6.0 million from the prior year quarter. In the current quarter, the Cohen & Company Capital Markets investment banking team generated $6.0 million and the European insurance origination team generated $1.2 million of the new issue and advisory revenue.
  • Principal transactions and other revenue was $0.6 million for the three months ended September 30, 2023, compared to $12.2 million in the prior quarter and negative $1.2 million in the prior year quarter. The current quarter includes negative $6.8 million from the write down of our investment in Stoa USA Inc. / FlipOS. During September 2019 through March 2023, the Company invested a cumulative $0.8 million of cash in Stoa USA Inc. / FlipOS, the value of which was increased by positive mark-to-market adjustments when Stoa USA Inc. / FlipOS received additional rounds of private equity funding in 2021 and 2022. During the third quarter of 2023, Stoa USA Inc. / FlipOS ceased operations.
• Compensation and benefits expense during the three months ended September 30, 2023 increased $5.2 million from the prior quarter and was even with the prior year quarter. The number of Company employees was 114 as of September 30, 2023, compared to 117 as of June 30, 2023, and 122 as of September 30, 2022.
• Interest expense during the three months ended September 30, 2023 was comparable to the prior quarter and increased $0.3 million from the prior year quarter. The increase from the prior year quarter was primarily due to higher interest on our trust preferred securities debt.
• Loss from equity method affiliates for the three months ended September 30, 2023 was $0.7 million, compared to loss from equity method affiliates of $0.5 million for the prior quarter and income from equity method affiliates of $0.6 million for the prior year quarter.
• Income tax benefit for the three months ended September 30, 2023 was $0.8 million, compared to income tax expense of $5.6 million in the prior quarter, and income tax expense of $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 September 30, 2023, total equity was $72.7 million, compared to $94.0 million as of December 31, 2022; the non-convertible non-controlling interest component of total equity was $6.2 million as of September 30, 2023 and $17 thousand as of December 31, 2022. Thus, the total equity excluding the non-convertible non-controlling interest component was $66.5 million as of September 30, 2023, a $27.5 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 December 1, 2023, to stockholders of record as of November 17, 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 third 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 September 30, 2023, the Company managed approximately $2.0 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 current geopolitical situation, (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) the Company’s reduction in the volume of its 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, and (r) the impacts of rising interest rates and inflation. 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												Nine Months Ended
			9/30/23				6/30/23				9/30/22				9/30/23				9/30/22
		Revenues
		Net trading	$	7,491			$	7,416			$	7,966			$	23,117			$	30,365
		Asset management		1,788				1,605				3,456				5,418				7,243
		New issue and advisory		7,247				1,395				13,235				9,542				20,486
		Principal transactions and other revenue		595				12,156				(1,192	)			10,440				(26,157	)
		Total revenues		17,121				22,572				23,465				48,517				31,937
		Operating expenses
		Compensation and benefits		15,219				10,001				15,227				35,757				41,320
		Business development, occupancy, equipment		1,268				1,318				1,234				3,887				3,777
		Subscriptions, clearing, and execution		2,409				2,343				2,112				6,877				6,025
		Professional services and other operating		2,189				1,762				1,905				6,151				5,593
		Depreciation and amortization		140				149				139				433				414
		Total operating expenses		21,225				15,573				20,617				53,105				57,129
		Operating income (loss)		(4,104	)			6,999				2,848				(4,588	)			(25,192	)
		Non-operating income (expense)
		Interest expense, net		(1,685	)			(1,630	)			(1,346	)			(4,907	)			(3,803	)
		Income (loss) from equity method affiliates		(702	)			(511	)			618				(1,608	)			(14,530	)
		Income (loss) before income tax expense (benefit)		(6,491	)			4,858				2,120				(11,103	)			(43,525	)
		Income tax expense (benefit)		(755	)			5,550				1,761				5,379				3,534
		Net income (loss)		(5,736	)			(692	)			359				(16,482	)			(47,059	)
		Less: Net income (loss) attributable to the non-convertible non-controlling interest		1,936				6,503				(109	)			8,536				(18,980	)
		Enterprise net income (loss)		(7,672	)			(7,195	)			468				(25,018	)			(28,079	)
		Less: Net income (loss) attributable to the convertible non-controlling interest		(7,249	)			(594	)			1,387				(15,357	)			(17,691	)
		Net income (loss) attributable to Cohen & Company Inc.	$	(423	)		$	(6,601	)		$	(919	)		$	(9,661	)		$	(10,388	)
	Earnings per share
		Basic
		Net income (loss) attributable to Cohen & Company Inc.	$	(423	)		$	(6,601	)		$	(919	)		$	(9,661	)		$	(10,388	)
		Basic shares outstanding		1,522				1,520				1,429				1,510				1,417
		Net income (loss) attributable to Cohen & Company Inc. per share	$	(0.28	)		$	(4.34	)		$	(0.64	)		$	(6.40	)		$	(7.33	)
		Fully Diluted
		Net income (loss) attributable to Cohen & Company Inc.	$	(423	)		$	(6,601	)		$	(919	)		$	(9,661	)		$	(10,388	)
		Net income (loss) attributable to the convertible non-controlling interest		(7,249	)			-				-				-				-
		Income tax and conversion adjustment		6,114				-				-				-				-
		Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation	$	(1,558	)		$	(6,601	)		$	(919	)		$	(9,661	)		$	(10,388	)
		Basic shares outstanding		1,522				1,520				1,429				1,510				1,417
		Unrestricted Operating LLC membership units exchangeable into COHN shares		4,014				-				-				-				-
		Fully diluted shares outstanding (1)		5,536				1,520				1,429				1,510				1,417
		Fully diluted net income (loss) per share	$	(0.28	)		$	(4.34	)		$	(0.64	)		$	(6.40	)		$	(7.33	)
	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.	$	(423	)		$	(6,601	)		$	(919	)		$	(9,661	)		$	(10,388	)
		Addback (deduct): Income tax expense (benefit)		(755	)			5,550				1,761				5,379				3,534
		Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest		(7,249	)			(594	)			1,387				(15,357	)			(17,691	)
		Adjusted pre-tax income (loss)		(8,427	)			(1,645	)			2,229				(19,639	)			(24,545	)
		Net interest attributable to convertible debt		-				-				-				-				327
		Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax income (loss) per share calculation	$	(8,427	)		$	(1,645	)		$	2,229			$	(19,639	)		$	(24,218	)
		Adjusted fully diluted shares outstanding (2)		5,545				5,535				5,394				5,528				5,389
		Fully diluted adjusted pre-tax income (loss) per share	$	(1.52	)		$	(0.30	)		$	0.41			$	(3.55	)		$	(4.49	)

(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) weighted average unrestricted and restricted Operating LLC units exchangeable into COHN shares and (b) weighted average unrestricted and 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)
		September 30. 2023
		(unaudited)				December 31, 2022
	Assets
	Cash and cash equivalents	$	13,350			$	29,101
	Receivables from brokers, dealers, and clearing agencies		106,740				140,933
	Due from related parties		800				787
	Other receivables		5,947				9,527
	Investments - trading		193,476				211,828
	Other investments, at fair value		40,324				28,022
	Receivables under resale agreements		418,134				437,692
	Investment in equity method affiliates		8,760				8,929
	Deferred income taxes		1,735				6,934
	Goodwill		109				109
	Right-of-use asset - operating leases		8,055				9,647
	Other assets		3,569				3,546
	Total assets	$	800,999			$	887,055
	Liabilities
	Payables to brokers, dealers, and clearing agencies	$	129,773			$	134,985
	Accounts payable and other liabilities		6,217				11,439
	Accrued compensation		14,337				12,434
	Trading securities sold, not yet purchased		95,755				133,957
	Other investments sold, not yet purchased, at fair value		18,131				78
	Securities sold under agreements to repurchase		417,946				452,797
	Operating lease liability		8,772				10,447
	Redeemable financial instruments		7,868				7,868
	Debt		29,479				29,024
	Total liabilities		728,278				793,029
	Equity
	Voting non-convertible preferred stock		27				27
	Common stock		18				17
	Additional paid-in capital		74,264				72,801
	Accumulated other comprehensive loss		(972	)			(955	)
	Accumulated deficit		(36,181	)			(25,151	)
	Total stockholders' equity		37,156				46,739
	Non-controlling interest		35,565				47,287
	Total equity		72,721				94,026
	Total liabilities and equity	$	800,999			$	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.	Zach Genirs
Executive Vice President and	212-355-4449
Chief Financial Officer	zgenirs@joelefrank.com
215-701-8952
investorrelations@cohenandcompany.com