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Registrant Name |
Cohen
& Co Inc. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 6, 2024
Cohen & Company
Inc.
(Exact name of registrant as specified in its
charter)
Maryland |
|
1-32026 |
|
16-1685692 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia,
Pennsylvania |
|
19104 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (215) 701-9555
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 $0.01 per share |
|
COHN |
|
The NYSE
American Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 2.02 |
Results of Operations and Financial Condition. |
On March 6, 2024, Cohen & Company Inc., a Maryland corporation
(the “Company”), issued a press release announcing the Company’s financial results for the fourth quarter and year ended
December 31, 2023. A copy of the earnings release is attached to this report as Exhibit 99.1.
The information hereunder shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange
Act, except as shall be expressly set forth by specific reference in such a filing.
* Filed electronically herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
COHEN & COMPANY INC. |
|
|
|
Date: March 6, 2024 |
By: |
/s/ Joseph W. Pooler, Jr. |
|
|
Name: |
Joseph W. Pooler, Jr. |
|
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 99.1
COHEN & COMPANY
REPORTS FOURTH QUARTER & FULL YEAR 2023 FINANCIAL RESULTS
Fourth Quarter Net Income Attributable to
Cohen & Company Inc. of $4.5 Million, or $2.97 per Diluted Share
Fourth Quarter Adjusted Pre-Tax income of
$16.0 Million, or $2.88 per Diluted Share
Board Declares Quarterly Dividend of $0.25
per Share
Philadelphia and New York,
March 6, 2024 – Cohen & Company Inc. (NYSE American: COHN), a financial services firm specializing in an expanding
range of capital markets and asset management services, today reported financial results for its fourth quarter and full year ended December
31, 2023.
Summary Operating Results
| |
Three Months Ended | | |
Twelve Months Ended | |
($ in thousands) | |
12/31/23 | | |
9/30/23 | | |
12/31/22 | | |
12/31/23 | | |
12/31/22 | |
Net trading | |
$ | 7,809 | | |
$ | 7,491 | | |
$ | 9,644 | | |
$ | 30,926 | | |
$ | 40,009 | |
Asset management | |
| 1,919 | | |
| 1,788 | | |
| 1,761 | | |
| 7,337 | | |
| 9,004 | |
New issue and advisory | |
| 18,722 | | |
| 7,247 | | |
| 4,235 | | |
| 28,264 | | |
| 24,721 | |
Principal transactions and other revenue | |
| 6,014 | | |
| 595 | | |
| (3,190 | ) | |
| 16,454 | | |
| (29,347 | ) |
Total revenues | |
| 34,464 | | |
| 17,121 | | |
| 12,450 | | |
| 82,981 | | |
| 44,387 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Compensation and benefits | |
| 16,335 | | |
| 15,219 | | |
| 8,970 | | |
| 52,092 | | |
| 50,290 | |
Non-compensation operating expenses | |
| 6,680 | | |
| 6,006 | | |
| 6,251 | | |
| 24,028 | | |
| 22,060 | |
Operating income (loss) | |
| 11,449 | | |
| (4,104 | ) | |
| (2,771 | ) | |
| 6,861 | | |
| (27,963 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Interest expense, net | |
| (1,619 | ) | |
| (1,685 | ) | |
| (1,179 | ) | |
| (6,526 | ) | |
| (4,982 | ) |
Income (loss) from equity method affiliates | |
| 17,217 | | |
| (702 | ) | |
| (6,401 | ) | |
| 15,609 | | |
| (20,931 | ) |
Income (loss) before income tax expense (benefit) | |
| 27,047 | | |
| (6,491 | ) | |
| (10,351 | ) | |
| 15,944 | | |
| (53,876 | ) |
Income tax expense (benefit) | |
| 166 | | |
| (755 | ) | |
| 1,260 | | |
| 5,545 | | |
| 4,794 | |
Net income (loss) | |
| 26,881 | | |
| (5,736 | ) | |
| (11,611 | ) | |
| 10,399 | | |
| (58,670 | ) |
Less: Net income (loss) attributable to the non-convertible non-controlling interest | |
| 11,054 | | |
| 1,936 | | |
| (4,223 | ) | |
| 19,590 | | |
| (23,203 | ) |
Enterprise net income (loss) | |
| 15,827 | | |
| (7,672 | ) | |
| (7,388 | ) | |
| (9,191 | ) | |
| (35,467 | ) |
Less: Net income (loss) attributable to the convertible non-controlling interest | |
| 11,279 | | |
| (7,249 | ) | |
| (4,387 | ) | |
| (4,078 | ) | |
| (22,078 | ) |
Net income (loss) attributable to Cohen & Company Inc. | |
$ | 4,548 | | |
$ | (423 | ) | |
$ | (3,001 | ) | |
$ | (5,113 | ) | |
$ | (13,389 | ) |
Fully diluted net income (loss) per share | |
$ | 2.97 | | |
$ | (0.28 | ) | |
$ | (2.10 | ) | |
$ | (3.38 | ) | |
$ | (9.43 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted pre-tax income (loss) | |
$ | 15,993 | | |
$ | (8,427 | ) | |
$ | (6,128 | ) | |
$ | (3,646 | ) | |
$ | (30,673 | ) |
Fully diluted adjusted pre-tax income (loss) per share | |
$ | 2.88 | | |
$ | (1.52 | ) | |
$ | (1.13 | ) | |
$ | (0.66 | ) | |
$ | (5.62 | ) |
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, “During most of 2023, the high interest rate environment negatively impacted our investment banking, trading,
and commercial real estate businesses, however, Cohen & Company Capital Markets was able to close four significant investment banking
transactions in the fourth quarter. Also, we recognized substantial income from our equity method investments in the sponsors of four
SPACs that closed their business combinations during the fourth quarter. The banking transactions and the earnings from our equity method
investments drove our $16 million of adjusted pre-tax income in the quarter. In addition, recently we announced the appointment of George
Holstead as Managing Director and Head of the Middle Markets Group in JVB’s Boca Raton office, and we are excited to expand our
trading platform. Looking ahead, we believe that we are well positioned going into the new year, and we
remain focused on enhancing long-term, sustained value for our stockholders, including through continued payment of our quarterly dividend.”
Financial Highlights
| · | Net income attributable to Cohen & Company
Inc. was $4.5 million, or $2.97 per diluted share, for the three months ended December 31, 2023, compared to net loss of $0.4 million,
or $0.28 per diluted share, for the three months ended September 30, 2023, and net loss of $3.0 million, or $2.10 per diluted share, for
the three months ended December 31, 2022. Adjusted pre-tax income was $16.0 million, or $2.88 per diluted share, for the three months
ended December 31, 2023, compared to adjusted pre-tax loss of $8.4 million, or $1.52 per diluted share, for the three months ended September
30, 2023, and adjusted pre-tax loss of $6.1 million, or $1.13 per diluted share, for the three months ended December 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 $34.5 million for the three months
ended December 31, 2023, compared to $17.1 million for the prior quarter and $12.5 million for the prior year quarter. |
| o | Net trading revenue was $7.8 million for the three months ended December 31, 2023, up $0.3 million from
the prior quarter and down $1.8 million from the prior year quarter. The increase from the prior quarter was due primarily to higher trading
revenue by our corporate, agency, and municipal groups, partially offset by our mortgage groups. The decrease from the prior year quarter
was due primarily to lower trading revenue by our mortgage groups, partially offset by our agency and municipal groups. |
| o | Asset management revenue was $1.9 million for the three months ended December 31, 2023, up slightly from
both the prior and prior year quarters. The increase from both prior quarters is primarily related to increased assets under management
in our European funds as well as a commercial real estate servicing agreement entered into in November 2023. |
| o | New issue and advisory revenue was $18.7 million for the three months ended December 31, 2023, up $11.5
million from the prior quarter and $14.5 million from the prior year quarter. In the current quarter, the Cohen & Company Capital
Markets investment banking team generated $18.6 million and the insurance origination team generated $0.1 million of the new issue and
advisory revenue. |
| o | Principal transactions and other revenue was $6.0 million for the three months ended December 31, 2023,
compared to $0.6 million in the prior quarter and negative $3.2 million in the prior year quarter. In all quarters presented, the principal
transactions and other revenue was primarily due to mark-to-market adjustments on the Company’s principal investment portfolio. |
| · | Compensation and benefits expense during the
three months ended December 31, 2023 increased $1.1 million from the prior quarter and $7.4 million from the prior year quarter. The number
of Company employees was 118 as of December 31, 2023, compared to 114 as of September 30, 2023, and 121 as of December 31, 2022. |
| · | Interest expense during the three months ended
December 31, 2023 was comparable to the prior quarter and increased $0.4 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 and redeemable financial instrument. |
| · | Income from equity method affiliates for the
three months ended December 31, 2023 was $17.2 million, compared to loss from equity method affiliates of $0.7 million for the prior quarter
and loss from equity method affiliates of $6.4 million for the prior year quarter. The increase in the current quarter was primarily driven
by $17.5 million of income from our equity method investments in the sponsors of four special purpose acquisition companies (SPACs) that
closed their business combinations during the fourth quarter of 2023, which resulted in an increase in value of the founder shares to
which we are entitled to an allocation from the sponsors. For the three months ended December 31, 2023, there was an offsetting credit
recorded in the net income (loss) attributable to the non-convertible non-controlling interest line item of $4.9 million related to the
four SPACs that closed their business combinations during the fourth quarter of 2023. |
| · | Income tax expense for the three months ended
December 31, 2023 was $0.2 million, compared to income tax benefit of $0.8 million in the prior quarter, and income tax expense of $1.3
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 December 31, 2023, total equity was $91.8
million, compared to $94.0 million as of December 31, 2022; the non-convertible non-controlling interest component of total equity was
$9.6 million as of December 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 December 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 April 5, 2024, to stockholders of record as of March 22, 2024. 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 fourth quarter and full year 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 leading boutique investment bank
that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory. The Asset Management segment
manages assets through collateralized debt obligations, managed accounts, and investment funds. As of December 31, 2023, the Company
managed approximately $2.4 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 Company’s 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 | | |
Twelve Months Ended | |
| |
12/31/23 | | |
9/30/23 | | |
12/31/22 | | |
12/31/23 | | |
12/31/22 | |
Revenues | |
| | | |
| | | |
| | | |
| | | |
| | |
Net trading | |
$ | 7,809 | | |
$ | 7,491 | | |
$ | 9,644 | | |
$ | 30,926 | | |
$ | 40,009 | |
Asset management | |
| 1,919 | | |
| 1,788 | | |
| 1,761 | | |
| 7,337 | | |
| 9,004 | |
New issue and advisory | |
| 18,722 | | |
| 7,247 | | |
| 4,235 | | |
| 28,264 | | |
| 24,721 | |
Principal transactions and other revenue | |
| 6,014 | | |
| 595 | | |
| (3,190 | ) | |
| 16,454 | | |
| (29,347 | ) |
Total revenues | |
| 34,464 | | |
| 17,121 | | |
| 12,450 | | |
| 82,981 | | |
| 44,387 | |
Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
Compensation and benefits | |
| 16,335 | | |
| 15,219 | | |
| 8,970 | | |
| 52,092 | | |
| 50,290 | |
Business development, occupancy, equipment | |
| 1,317 | | |
| 1,268 | | |
| 1,299 | | |
| 5,204 | | |
| 5,076 | |
Subscriptions, clearing, and execution | |
| 2,088 | | |
| 2,409 | | |
| 2,249 | | |
| 8,965 | | |
| 8,274 | |
Professional services and other operating | |
| 3,145 | | |
| 2,189 | | |
| 2,560 | | |
| 9,296 | | |
| 8,153 | |
Depreciation and amortization | |
| 130 | | |
| 140 | | |
| 143 | | |
| 563 | | |
| 557 | |
Total operating expenses | |
| 23,015 | | |
| 21,225 | | |
| 15,221 | | |
| 76,120 | | |
| 72,350 | |
Operating income (loss) | |
| 11,449 | | |
| (4,104 | ) | |
| (2,771 | ) | |
| 6,861 | | |
| (27,963 | ) |
Non-operating income (expense) | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest expense, net | |
| (1,619 | ) | |
| (1,685 | ) | |
| (1,179 | ) | |
| (6,526 | ) | |
| (4,982 | ) |
Income (loss) from equity method affiliates | |
| 17,217 | | |
| (702 | ) | |
| (6,401 | ) | |
| 15,609 | | |
| (20,931 | ) |
Income (loss) before income tax expense (benefit) | |
| 27,047 | | |
| (6,491 | ) | |
| (10,351 | ) | |
| 15,944 | | |
| (53,876 | ) |
Income tax expense (benefit) | |
| 166 | | |
| (755 | ) | |
| 1,260 | | |
| 5,545 | | |
| 4,794 | |
Net income (loss) | |
| 26,881 | | |
| (5,736 | ) | |
| (11,611 | ) | |
| 10,399 | | |
| (58,670 | ) |
Less: Net income (loss) attributable to the non-convertible non-controlling interest | |
| 11,054 | | |
| 1,936 | | |
| (4,223 | ) | |
| 19,590 | | |
| (23,203 | ) |
Enterprise net income (loss) | |
| 15,827 | | |
| (7,672 | ) | |
| (7,388 | ) | |
| (9,191 | ) | |
| (35,467 | ) |
Less: Net income (loss) attributable to the convertible non-controlling interest | |
| 11,279 | | |
| (7,249 | ) | |
| (4,387 | ) | |
| (4,078 | ) | |
| (22,078 | ) |
Net income (loss) attributable to Cohen & Company Inc. | |
$ | 4,548 | | |
$ | (423 | ) | |
$ | (3,001 | ) | |
$ | (5,113 | ) | |
$ | (13,389 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Earnings per share | |
Basic | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income (loss) attributable to Cohen & Company Inc. | |
$ | 4,548 | | |
$ | (423 | ) | |
$ | (3,001 | ) | |
$ | (5,113 | ) | |
$ | (13,389 | ) |
Basic shares outstanding | |
| 1,522 | | |
| 1,522 | | |
| 1,429 | | |
| 1,513 | | |
| 1,420 | |
Net income (loss) attributable to Cohen & Company Inc. per share | |
$ | 2.99 | | |
$ | (0.28 | ) | |
$ | (2.10 | ) | |
$ | (3.38 | ) | |
$ | (9.43 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Fully Diluted | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income (loss) attributable to Cohen & Company Inc. | |
$ | 4,548 | | |
$ | (423 | ) | |
$ | (3,001 | ) | |
$ | (5,113 | ) | |
$ | (13,389 | ) |
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 | |
$ | 4,548 | | |
$ | (1,558 | ) | |
$ | (3,001 | ) | |
$ | (5,113 | ) | |
$ | (13,389 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Basic shares outstanding | |
| 1,522 | | |
| 1,522 | | |
| 1,429 | | |
| 1,513 | | |
| 1,420 | |
Unrestricted Operating LLC membership units exchangeable into COHN shares | |
| - | | |
| 4,014 | | |
| - | | |
| - | | |
| - | |
Additional dilutive shares | |
| 9 | | |
| - | | |
| - | | |
| | | |
| | |
Fully diluted shares outstanding (1) | |
| 1,531 | | |
| 5,536 | | |
| 1,429 | | |
| 1,513 | | |
| 1,420 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Fully diluted net income (loss) per share | |
$ | 2.97 | | |
$ | (0.28 | ) | |
$ | (2.10 | ) | |
$ | (3.38 | ) | |
$ | (9.43 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
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. | |
$ | 4,548 | | |
$ | (423 | ) | |
$ | (3,001 | ) | |
$ | (5,113 | ) | |
$ | (13,389 | ) |
Addback (deduct): Income tax expense (benefit) | |
| 166 | | |
| (755 | ) | |
| 1,260 | | |
| 5,545 | | |
| 4,794 | |
Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest | |
| 11,279 | | |
| (7,249 | ) | |
| (4,387 | ) | |
| (4,078 | ) | |
| (22,078 | ) |
Adjusted pre-tax income (loss) | |
| 15,993 | | |
| (8,427 | ) | |
| (6,128 | ) | |
| (3,646 | ) | |
| (30,673 | ) |
Net interest attributable to convertible debt | |
| - | | |
| - | | |
| - | | |
| - | | |
| 327 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax income (loss) per share calculation | |
$ | 15,993 | | |
$ | (8,427 | ) | |
$ | (6,128 | ) | |
$ | (3,646 | ) | |
$ | (30,346 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted fully diluted shares outstanding (2) | |
| 5,546 | | |
| 5,545 | | |
| 5,424 | | |
| 5,533 | | |
| 5,398 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Fully diluted adjusted pre-tax income (loss) per share | |
$ | 2.88 | | |
$ | (1.52 | ) | |
$ | (1.13 | ) | |
$ | (0.66 | ) | |
$ | (5.62 | ) |
| (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)
| |
December 31, 2023 | | |
| |
| |
(unaudited) | | |
December 31, 2022 | |
Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 10,650 | | |
$ | 29,101 | |
Receivables from brokers, dealers, and clearing agencies | |
| 66,801 | | |
| 140,933 | |
Due from related parties | |
| 772 | | |
| 787 | |
Other receivables | |
| 5,373 | | |
| 9,527 | |
Investments - trading | |
| 181,328 | | |
| 211,828 | |
Other investments, at fair value | |
| 72,217 | | |
| 28,022 | |
Receivables under resale agreements | |
| 408,408 | | |
| 437,692 | |
Investment in equity method affiliates | |
| 14,241 | | |
| 8,929 | |
Deferred income taxes | |
| 1,580 | | |
| 6,934 | |
Goodwill | |
| 109 | | |
| 109 | |
Right-of-use asset - operating leases | |
| 7,541 | | |
| 9,647 | |
Other assets | |
| 3,741 | | |
| 3,546 | |
Total assets | |
$ | 772,761 | | |
$ | 887,055 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Payables to brokers, dealers, and clearing agencies | |
$ | 111,085 | | |
$ | 134,985 | |
Accounts payable and other liabilities | |
| 8,115 | | |
| 11,439 | |
Accrued compensation | |
| 17,268 | | |
| 12,434 | |
Trading securities sold, not yet purchased | |
| 65,751 | | |
| 133,957 | |
Other investments sold, not yet purchased, at fair value | |
| 24,742 | | |
| 78 | |
Securities sold under agreements to repurchase | |
| 408,203 | | |
| 452,797 | |
Operating lease liability | |
| 8,216 | | |
| 10,447 | |
Redeemable financial instruments | |
| 7,868 | | |
| 7,868 | |
Debt | |
| 29,716 | | |
| 29,024 | |
Total liabilities | |
| 680,964 | | |
| 793,029 | |
| |
| | | |
| | |
Equity | |
| | | |
| | |
Voting non-convertible preferred stock | |
| 27 | | |
| 27 | |
Common stock | |
| 19 | | |
| 17 | |
Additional paid-in capital | |
| 74,594 | | |
| 72,801 | |
Accumulated other comprehensive loss | |
| (944 | ) | |
| (955 | ) |
Accumulated deficit | |
| (32,014 | ) | |
| (25,151 | ) |
Total stockholders' equity | |
| 41,682 | | |
| 46,739 | |
Non-controlling interest | |
| 50,115 | | |
| 47,287 | |
Total equity | |
| 91,797 | | |
| 94,026 | |
Total liabilities and equity | |
$ | 772,761 | | |
$ | 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 |
|
v3.24.0.1
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Mar. 06, 2024 |
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