Cohen & Company Inc. (NYSE American: COHN), a financial
services firm specializing in fixed income markets and, more
recently, in SPAC markets, today reported financial results for its
third quarter ended September 30, 2021.
Summary Operating Results
|
Three Months Ended |
|
Nine Months Ended |
($ in thousands) |
9/30/21 |
|
6/30/21 |
|
9/30/20 |
|
9/30/21 |
|
9/30/20 |
|
|
|
|
|
|
|
|
|
|
Net trading |
$ |
16,599 |
|
|
$ |
18,399 |
|
|
$ |
16,957 |
|
|
$ |
54,181 |
|
|
$ |
55,524 |
|
Asset management |
|
1,856 |
|
|
|
1,838 |
|
|
|
1,631 |
|
|
|
5,787 |
|
|
|
4,938 |
|
New issue and advisory |
|
8,838 |
|
|
|
850 |
|
|
|
500 |
|
|
|
11,527 |
|
|
|
500 |
|
Principal transactions and other revenue |
|
(20,709 |
) |
|
|
(11,021 |
) |
|
|
2,768 |
|
|
|
47,831 |
|
|
|
2,783 |
|
Total revenues |
|
6,584 |
|
|
|
10,066 |
|
|
|
21,856 |
|
|
|
119,326 |
|
|
|
63,745 |
|
Compensation and benefits |
|
20,577 |
|
|
|
14,190 |
|
|
|
10,965 |
|
|
|
61,414 |
|
|
|
36,423 |
|
Non-compensation operating expenses |
|
5,125 |
|
|
|
4,949 |
|
|
|
4,819 |
|
|
|
15,658 |
|
|
|
22,769 |
|
Operating income |
|
(19,118 |
) |
|
|
(9,073 |
) |
|
|
6,072 |
|
|
|
42,254 |
|
|
|
4,553 |
|
Interest expense, net |
|
(1,731 |
) |
|
|
(1,782 |
) |
|
|
(1,952 |
) |
|
|
(5,527 |
) |
|
|
(7,638 |
) |
Other non-operating income |
|
- |
|
|
|
2,127 |
|
|
|
- |
|
|
|
2,127 |
|
|
|
- |
|
Income (loss) from equity method affiliates |
|
2,857 |
|
|
|
5,490 |
|
|
|
(1,371 |
) |
|
|
7,512 |
|
|
|
(2,711 |
) |
Income (loss) before income tax expense (benefit) |
|
(17,992 |
) |
|
|
(3,238 |
) |
|
|
2,749 |
|
|
|
46,366 |
|
|
|
(5,796 |
) |
Income tax expense (benefit) |
|
(248 |
) |
|
|
(43 |
) |
|
|
(594 |
) |
|
|
577 |
|
|
|
(623 |
) |
Net income (loss) |
|
(17,744 |
) |
|
|
(3,195 |
) |
|
|
3,343 |
|
|
|
45,789 |
|
|
|
(5,173 |
) |
Less: Net income (loss) attributable to the convertible
non-controlling interest |
|
(11,221 |
) |
|
|
4,119 |
|
|
|
2,542 |
|
|
|
20,301 |
|
|
|
(2,874 |
) |
Less: Net income (loss) attributable to the non-convertible
non-controlling interest |
|
(3,094 |
) |
|
|
(9,039 |
) |
|
|
(854 |
) |
|
|
17,837 |
|
|
|
(1,753 |
) |
Net income (loss) attributable to Cohen & Company Inc. |
$ |
(3,429 |
) |
|
$ |
1,725 |
|
|
$ |
1,655 |
|
|
$ |
7,651 |
|
|
$ |
(546 |
) |
Fully diluted net income (loss) per share |
$ |
(3.46 |
) |
|
$ |
1.21 |
|
|
$ |
1.19 |
|
|
$ |
5.31 |
|
|
$ |
(0.48 |
) |
|
|
|
|
|
|
|
|
|
|
Adjusted pre-tax income (loss) |
$ |
(14,898 |
) |
|
$ |
3,674 |
|
|
$ |
3,603 |
|
|
$ |
26,402 |
|
|
$ |
3,840 |
|
Fully diluted adjusted pre-tax income (loss) per share |
$ |
(3.57 |
) |
|
$ |
0.78 |
|
|
$ |
0.78 |
|
|
$ |
5.23 |
|
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
|
Lester Brafman, Chief Executive Officer of Cohen
& Company, said, “Our financial results in the third quarter
were impacted by significant unrealized negative mark-to-market
adjustments in our principal investing portfolio. Absent these
negative mark-to-market adjustments, our underlying business
remained strong. New issue and advisory revenue was $8.8 million in
the quarter, including $7.2 million related to investment banking
revenue generated by our new Cohen & Company Capital Markets
platform and $1.6 million related to US and European insurance
origination. Our Gestation repo book remained stable at $3.9
billion, with related Gestation repo trading revenue approaching a
$45 million annual run-rate. In addition, during the quarter we
entered into a joint venture agreement with an institutional
investor to invest in CRE loans and B-pieces of new issue CRE CLO
transactions. To that end, we have hired a team of eight
professionals to originate and underwrite mostly multi-family
commercial real estate loans. We expect to begin accumulating
assets into this joint venture during the fourth quarter.”
Brafman continued, “Going forward, our
involvement in the SPAC market as a sponsor, asset manager, and
investor, will result in increased holdings of public equity
positions in post-business combination companies as part of our
principal investing portfolio, which will be subject to market
adjustments, both up and down. While market fluctuations may create
volatility in our reported results, we continue to execute well
against our strategic objectives and believe that the initiatives
underway in asset management, SPACs, CRE loans, and Gestational
repo trading will generate long-term value for our shareholders. We
remain committed to enhancing shareholder value, and in the third
quarter continued to pay our recently reinstated quarterly
dividend.”
- Net loss attributable to Cohen
& Company Inc. was $3.4 million, or $3.46 per diluted share,
for the three months ended September 30, 2021, compared to net
income of $1.7 million, or $1.21 per diluted share, for the three
months ended June 30, 2021, and net income of $1.7 million, or
$1.19 per diluted share, for the three months ended September 30,
2020. Adjusted pre-tax loss was $14.9 million, or $3.57 per diluted
share, for the three months ended September 30, 2021, compared to
adjusted pre-tax income of $3.7 million, or $0.78 per diluted
share, for the three months ended June 30, 2021, and adjusted
pre-tax income of $3.6 million, or $0.78 per diluted share, for the
three months ended September 30, 2020. Adjusted pre-tax income
(loss) and adjusted pre-tax income (loss) per diluted share are not
measures recognized under U.S. generally accepted accounting
principles (“GAAP”). See Note 1 below.
- Revenues during the three months
ended September 30, 2021 decreased $3.5 million from the prior
quarter and $15.3 million from the prior year quarter.
- Net trading revenue was $16.6
million for the three months ended September 30, 2021, down $1.8
million from the prior quarter and $0.4 million from the year-ago
quarter. The decrease from the prior quarter was primarily due to
lower trading revenue from the Company’s mortgage, corporate,
municipal, and SBA groups. The decrease from the year-ago quarter
was primarily due to lower trading revenue from the Company’s
treasury, agencies, SBA, and credit groups, which was partially
offset by higher Gestation repo trading revenue.
- Asset management revenue was $1.9
million for the three months ended September 30, 2021, which was
comparable to the prior quarter and up $0.2 million from the
year-ago quarter. The increase from the year-ago quarter was due to
higher revenue from the Company’s investment funds, which was
partially offset by lower revenue from the Company’s managed CDOs.
This reflects the changing mix of the Company’s assets under
management, with the Company’s SPAC Funds, US Insurance Funds, and
European insurance Funds growing as the Company’s managed CDO
portfolio shrinks.
- New issue and advisory revenue was
$8.8 million for the three months ended September 30, 2021, up $8.0
million from the prior quarter and $8.3 million from the year-ago
quarter. In the current quarter, the Cohen & Company Capital
Markets investment banking team generated $7.2 million and the US
and European insurance origination teams generated $1.6 million of
the new issue and advisory revenue.
- Principal transactions and other
revenue was negative $20.7 million for the three months ended
September 30, 2021, down $9.7 million from the prior quarter and
$23.5 million from the year-ago quarter. The decreases were
primarily related to negative mark-to-market adjustments on the
Company’s principal investments in Metromile Inc., Shift
Technologies, Inc., and various PIPE investments in SPAC business
combinations. Note that the $20.7 million of negative principal
transactions revenue in the current quarter is offset by a $2.8
million credit recorded in the net income (loss) attributable to
the non-convertible non-controlling interest line item. The
Company’s involvement in the SPAC market as a sponsor, asset
manager, and investor, has resulted in increased holdings of public
equity positions in post-business combination companies, often
restricted, which are subject to market adjustments, both up and
down. See chart below for detail of principal transactions and
other revenue, and the impact of Insurance SPAC/Shift Technologies,
Inc. and Insurance SPAC II/Metromile Inc. on adjusted pre-tax
income (loss).
|
($ in thousands) |
For the Three Months Ended |
|
Nine Months Ended |
|
|
9/30/21 |
6/30/21 |
9/30/20 |
|
9/30/21 |
9/30/20 |
|
Principal transactions and other revenue: |
|
|
|
|
|
|
|
Metromile, Inc. (MILE) |
$ |
(14,349 |
) |
$ |
(12,812 |
) |
$ |
- |
|
|
$ |
46,033 |
|
$ |
- |
|
|
Shift Technologies, Inc. (SFT) |
|
(3,121 |
) |
|
461 |
|
|
- |
|
|
|
1,001 |
|
|
- |
|
|
PIPE investments in SPAC business combinations |
|
(5,568 |
) |
|
688 |
|
|
- |
|
|
|
(4,880 |
) |
|
- |
|
|
Other |
|
2,329 |
|
|
642 |
|
|
2,768 |
|
|
|
5,677 |
|
|
2,783 |
|
|
Total principal transactions and other revenue |
$ |
(20,709 |
) |
$ |
(11,021 |
) |
$ |
2,768 |
|
|
$ |
47,831 |
|
$ |
2,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
For the Three Months Ended |
|
Nine Months Ended |
|
|
9/30/21 |
6/30/21 |
9/30/20 |
|
9/30/21 |
9/30/20 |
|
Impact of Insurance SPAC/Shift Technologies, Inc. and
Insurance SPAC II/Metromile Inc. on Adjusted Pre-Tax Income
(Loss): |
|
|
|
|
|
|
|
Principal transactions and other revenue |
$ |
(17,470 |
) |
$ |
(12,351 |
) |
$ |
- |
|
|
$ |
47,034 |
|
$ |
- |
|
|
Equity-based compensation expense |
|
- |
|
|
- |
|
|
- |
|
|
|
(13,068 |
) |
|
- |
|
|
Other operating expense |
|
(6 |
) |
|
- |
|
|
- |
|
|
|
(14 |
) |
|
(2 |
) |
|
Income (loss) from equity method affiliates |
|
- |
|
|
- |
|
|
(1,561 |
) |
|
|
(107 |
) |
|
(3,201 |
) |
|
Less: Net income (loss) attributable to the non-convertible
non-controlling interest |
|
- |
|
|
(9,001 |
) |
|
(854 |
) |
|
|
21,204 |
|
|
(1,754 |
) |
|
Net impact to adjusted pre-tax income (loss) |
$ |
(17,476 |
) |
$ |
(3,350 |
) |
$ |
(707 |
) |
|
$ |
12,641 |
|
$ |
(1,449 |
) |
|
|
|
|
|
|
|
|
- Compensation and benefits expense
during the three months ended September 30, 2021 increased $6.4
million from the prior quarter and $9.6 million from the prior year
quarter. The increases were primarily related to accrued
compensation related to the new issue and advisory revenue in the
current quarter, as well as new hires in investment banking and CRE
groups. Compensation and benefits expense as a percentage of
revenue was 51% for the nine months ended September 30, 2021,
compared to 57% for the nine months ended September 30, 2020. The
number of Company employees was 115 as of September 30, 2021,
compared to 109 as of June 30, 2021, and 87 as of September 30,
2020.
- Interest expense during the three
months ended September 30, 2021 decreased $0.1 million from the
prior quarter and $0.2 million from the prior year quarter. The
changes in quarterly interest expense are primarily driven by
fluctuations in interest on the Company’s one outstanding
redeemable financial instrument, which is driven by the corporate
trading group’s profits.
- Income (loss) from equity method
affiliates during the three months ended September 30, 2021
decreased $2.6 million from the prior quarter and increased $4.2
million from the prior year quarter. Income (loss) from equity
method affiliates fluctuates primarily depending on the timing of
the closing of the business combinations of the Company’s equity
method investments in the sponsors of SPACs, which typically result
in increased value of founder shares allocable to the Company, as
well as expenses incurred by the Company’s sponsored SPAC, INSU
Acquisition Corp. III (NASDAQ: IIII).
- Income tax benefit during the three
months ended September 30, 2021 was $0.2 million, compared to $0.1
million in the prior quarter, and $0.6 million in the prior year
quarter. The Company will continue to evaluate its operations on a
quarterly basis and may make adjustments to 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, 2021, total equity was $117.2 million,
compared to $101.4 million as of December 31, 2020; the
non-convertible non-controlling interest component of total equity
was $7.4 million as of September 30, 2021 and $27.8 million as of
December 31, 2020. Thus, the total equity excluding the
non-convertible non-controlling interest component was $109.8
million as of September 30, 2021, a $36.2 million increase from
$73.6 million as of December 31, 2020.
- The Company’s Board of Directors has declared a dividend of
$0.25 per share, which will be payable on November 30, 2021, to
stockholders of record as of November 16, 2021. 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 10:00
a.m. Eastern Time (ET), today, November 2, 2021, 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) 876-9174 (domestic) or (785) 424-1669
(international), with participant passcode COHQ321, or request the
Cohen & Company earnings call. A replay of the call will be
available for one week following the call by dialing (888) 566-0825
or (402) 220-0427, participant passcode COHQ321.
About Cohen & Company
Cohen & Company is a financial services
company specializing in fixed income markets and, more recently, in
SPAC markets. It was founded in 1999 as an investment firm focused
on small-cap banking institutions but has grown to provide 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 matched book 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)
Limited in Europe. A division of JVB, Cohen & Company Capital
Markets is the Company’s full-service boutique investment banking
platform focusing on SPAC advisory, capital markets advisory, and
M&A advisory, with clients primarily in the financial
technology (commonly referred to as "fintech") and SPAC spaces. The
Asset Management segment manages assets through collateralized debt
obligations, managed accounts, and investment funds. As of
September 30, 2021, the Company managed approximately $2.2 billion
in primarily fixed income assets in a variety of asset classes
including US and European trust preferred securities, subordinated
debt, and corporate loans. As of September 30, 2021, 55.7% of the
Company’s assets under management were in collateralized debt
obligations that Cohen & Company manages, which were all
securitized prior to 2008. 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, matched book repo, 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, (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 possibility that the Company’s third sponsored
insurance SPAC, INSU Acquisition Corp. III, does not successfully
consummate a business combination, (n) a reduction in the volume of
investments into SPACs, (o) the value of our holdings of founders
shares in Shift Technologies, Inc. and Metromile Inc. 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, and (q) 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 |
|
Nine Months Ended |
|
|
|
9/30/21 |
|
6/30/21 |
|
9/30/20 |
|
9/30/21 |
|
9/30/20 |
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
Net trading |
$ |
16,599 |
|
|
$ |
18,399 |
|
|
$ |
16,957 |
|
|
$ |
54,181 |
|
|
$ |
55,524 |
|
|
|
Asset management |
|
1,856 |
|
|
|
1,838 |
|
|
|
1,631 |
|
|
|
5,787 |
|
|
|
4,938 |
|
|
|
New issue and advisory |
|
8,838 |
|
|
|
850 |
|
|
|
500 |
|
|
|
11,527 |
|
|
|
500 |
|
|
|
Principal transactions and other revenue |
|
(20,709 |
) |
|
|
(11,021 |
) |
|
|
2,768 |
|
|
|
47,831 |
|
|
|
2,783 |
|
|
|
Total revenues |
|
6,584 |
|
|
|
10,066 |
|
|
|
21,856 |
|
|
|
119,326 |
|
|
|
63,745 |
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
20,577 |
|
|
|
14,190 |
|
|
|
10,965 |
|
|
|
61,414 |
|
|
|
36,423 |
|
|
|
Business development, occupancy, equipment |
|
869 |
|
|
|
787 |
|
|
|
641 |
|
|
|
2,375 |
|
|
|
2,037 |
|
|
|
Subscriptions, clearing, and execution |
|
2,581 |
|
|
|
2,374 |
|
|
|
2,242 |
|
|
|
7,745 |
|
|
|
7,370 |
|
|
|
Professional services and other operating |
|
1,585 |
|
|
|
1,701 |
|
|
|
1,851 |
|
|
|
5,280 |
|
|
|
5,230 |
|
|
|
Depreciation and amortization |
|
90 |
|
|
|
87 |
|
|
|
85 |
|
|
|
258 |
|
|
|
249 |
|
|
|
Impairment of goodwill |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,883 |
|
|
|
Total operating expenses |
|
25,702 |
|
|
|
19,139 |
|
|
|
15,784 |
|
|
|
77,072 |
|
|
|
59,192 |
|
|
|
Operating income (loss) |
|
(19,118 |
) |
|
|
(9,073 |
) |
|
|
6,072 |
|
|
|
42,254 |
|
|
|
4,553 |
|
|
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(1,731 |
) |
|
|
(1,782 |
) |
|
|
(1,952 |
) |
|
|
(5,527 |
) |
|
|
(7,638 |
) |
|
|
Other non-operating income (expense) |
|
- |
|
|
|
2,127 |
|
|
|
- |
|
|
|
2,127 |
|
|
|
- |
|
|
|
Income (loss) from equity method affiliates |
|
2,857 |
|
|
|
5,490 |
|
|
|
(1,371 |
) |
|
|
7,512 |
|
|
|
(2,711 |
) |
|
|
Income (loss) before income tax expense (benefit) |
|
(17,992 |
) |
|
|
(3,238 |
) |
|
|
2,749 |
|
|
|
46,366 |
|
|
|
(5,796 |
) |
|
|
Income tax expense (benefit) |
|
(248 |
) |
|
|
(43 |
) |
|
|
(594 |
) |
|
|
577 |
|
|
|
(623 |
) |
|
|
Net income (loss) |
|
(17,744 |
) |
|
|
(3,195 |
) |
|
|
3,343 |
|
|
|
45,789 |
|
|
|
(5,173 |
) |
|
|
Less: Net income (loss) attributable to the convertible
non-controlling interest |
|
(11,221 |
) |
|
|
4,119 |
|
|
|
2,542 |
|
|
|
20,301 |
|
|
|
(2,874 |
) |
|
|
Less: Net income (loss) attributable to the non-convertible
non-controlling interest |
|
(3,094 |
) |
|
|
(9,039 |
) |
|
|
(854 |
) |
|
|
17,837 |
|
|
|
(1,753 |
) |
|
|
Net income (loss) attributable to Cohen & Company Inc. |
$ |
(3,429 |
) |
|
$ |
1,725 |
|
|
$ |
1,655 |
|
|
$ |
7,651 |
|
|
$ |
(546 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Cohen & Company Inc. |
$ |
(3,429 |
) |
|
$ |
1,725 |
|
|
$ |
1,655 |
|
|
$ |
7,651 |
|
|
$ |
(546 |
) |
|
|
Basic shares outstanding |
|
1,314 |
|
|
|
1,072 |
|
|
|
1,147 |
|
|
|
1,140 |
|
|
|
1,151 |
|
|
|
Net income (loss) attributable to Cohen & Company Inc. per
share |
$ |
(2.61 |
) |
|
$ |
1.61 |
|
|
$ |
1.44 |
|
|
$ |
6.71 |
|
|
$ |
(0.47 |
) |
|
|
Fully Diluted |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Cohen & Company Inc. |
$ |
(3,429 |
) |
|
$ |
1,725 |
|
|
$ |
1,655 |
|
|
$ |
7,651 |
|
|
$ |
(546 |
) |
|
|
Net income (loss) attributable to the convertible non-controlling
interest |
|
(11,221 |
) |
|
|
4,119 |
|
|
|
2,542 |
|
|
|
20,301 |
|
|
|
(2,874 |
) |
|
|
Net interest attributable to convertible debt, net of taxes |
|
- |
|
|
|
294 |
|
|
|
379 |
|
|
|
882 |
|
|
|
- |
|
|
|
Income tax and conversion adjustment |
|
237 |
|
|
|
141 |
|
|
|
1,503 |
|
|
|
(1,179 |
) |
|
|
1,536 |
|
|
|
Enterprise net income (loss) |
$ |
(14,413 |
) |
|
$ |
6,279 |
|
|
$ |
6,079 |
|
|
$ |
27,655 |
|
|
$ |
(1,884 |
) |
|
|
Basic shares outstanding |
|
1,314 |
|
|
|
1,072 |
|
|
|
1,147 |
|
|
|
1,140 |
|
|
|
1,151 |
|
|
|
Unrestricted Operating LLC membership units exchangeable into COHN
shares |
|
2,856 |
|
|
|
2,856 |
|
|
|
2,803 |
|
|
|
2,850 |
|
|
|
2,800 |
|
|
|
Additional dilutive shares |
|
- |
|
|
|
1,271 |
|
|
|
1,166 |
|
|
|
1,222 |
|
|
|
- |
|
|
|
Fully diluted shares outstanding |
|
4,170 |
|
|
|
5,199 |
|
|
|
5,116 |
|
|
|
5,212 |
|
|
|
3,951 |
|
|
|
Fully diluted net income (loss) per share |
$ |
(3.46 |
) |
|
$ |
1.21 |
|
|
$ |
1.19 |
|
|
$ |
5.31 |
|
|
$ |
(0.48 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
$ |
(3,429 |
) |
|
$ |
1,725 |
|
|
$ |
1,655 |
|
|
$ |
7,651 |
|
|
$ |
(546 |
) |
|
|
Addback: Impairment of goodwill |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,883 |
|
|
|
Addback (deduct): Other non-operating income |
|
- |
|
|
|
(2,127 |
) |
|
|
- |
|
|
|
(2,127 |
) |
|
|
- |
|
|
|
Addback (deduct): Income tax expense (benefit) |
|
(248 |
) |
|
|
(43 |
) |
|
|
(594 |
) |
|
|
577 |
|
|
|
(623 |
) |
|
|
Addback (deduct): Net income (loss) attributable to the convertible
non-controlling interest |
|
(11,221 |
) |
|
|
4,119 |
|
|
|
2,542 |
|
|
|
20,301 |
|
|
|
(2,874 |
) |
|
|
Adjusted pre-tax income (loss) |
|
(14,898 |
) |
|
|
3,674 |
|
|
|
3,603 |
|
|
|
26,402 |
|
|
|
3,840 |
|
|
|
Net interest attributable to convertible debt |
|
- |
|
|
|
381 |
|
|
|
379 |
|
|
|
882 |
|
|
|
- |
|
|
|
Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax
income (loss) per share calculation |
$ |
(14,898 |
) |
|
$ |
4,055 |
|
|
$ |
3,982 |
|
|
$ |
27,284 |
|
|
$ |
3,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully diluted shares outstanding |
|
4,170 |
|
|
|
5,199 |
|
|
|
5,116 |
|
|
|
5,212 |
|
|
|
3,951 |
|
|
|
Fully diluted adjusted pre-tax income (loss) per share |
$ |
(3.57 |
) |
|
$ |
0.78 |
|
|
$ |
0.78 |
|
|
$ |
5.23 |
|
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COHEN & COMPANY INC. |
CONSOLIDATED BALANCE SHEETS |
(in thousands) |
|
|
|
|
|
|
|
|
September 30, 2021 |
|
|
|
|
(unaudited) |
|
December 31, 2020 |
|
|
Assets |
|
|
|
|
|
Cash and cash equivalents |
$ |
41,830 |
|
|
$ |
41,996 |
|
|
|
Receivables from brokers, dealers, and clearing agencies |
|
141,281 |
|
|
|
52,917 |
|
|
|
Due from related parties |
|
896 |
|
|
|
2,812 |
|
|
|
Other receivables |
|
14,968 |
|
|
|
3,929 |
|
|
|
Investments - trading |
|
188,683 |
|
|
|
242,961 |
|
|
|
Other investments, at fair value |
|
51,919 |
|
|
|
58,540 |
|
|
|
Receivables under resale agreements |
|
6,941,154 |
|
|
|
5,716,343 |
|
|
|
Investment in equity method affiliates |
|
17,400 |
|
|
|
13,482 |
|
|
|
Deferred income taxes |
|
7,715 |
|
|
|
7,397 |
|
|
|
Goodwill |
|
109 |
|
|
|
109 |
|
|
|
Right-of-use asset - operating leases |
|
10,647 |
|
|
|
6,063 |
|
|
|
Other assets |
|
3,688 |
|
|
|
2,830 |
|
|
|
Total assets |
$ |
7,420,290 |
|
|
$ |
6,149,379 |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Payables to brokers, dealers, and clearing agencies |
$ |
188,178 |
|
|
$ |
156,678 |
|
|
|
Accounts payable and other liabilities |
|
48,555 |
|
|
|
46,251 |
|
|
|
Accrued compensation |
|
24,419 |
|
|
|
14,359 |
|
|
|
Trading securities sold, not yet purchased |
|
49,620 |
|
|
|
44,439 |
|
|
|
Other investments sold, not yet purchased |
|
2,522 |
|
|
|
7,415 |
|
|
|
Securities sold under agreements to repurchase |
|
6,927,518 |
|
|
|
5,713,212 |
|
|
|
Operating lease liability |
|
11,187 |
|
|
|
6,531 |
|
|
|
Redeemable Financial Instruments |
|
7,957 |
|
|
|
11,957 |
|
|
|
Debt |
|
43,172 |
|
|
|
47,100 |
|
|
|
Total liabilities |
|
7,303,128 |
|
|
|
6,047,942 |
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Voting nonconvertible preferred stock |
|
27 |
|
|
|
27 |
|
|
|
Common stock |
|
16 |
|
|
|
13 |
|
|
|
Additional paid-in capital |
|
71,603 |
|
|
|
65,031 |
|
|
|
Accumulated other comprehensive loss |
|
(869 |
) |
|
|
(821 |
) |
|
|
Accumulated deficit |
|
(13,029 |
) |
|
|
(20,341 |
) |
|
|
Total stockholders' equity |
|
57,748 |
|
|
|
43,909 |
|
|
|
Noncontrolling interest |
|
59,414 |
|
|
|
57,528 |
|
|
|
Total equity |
|
117,162 |
|
|
|
101,437 |
|
|
|
Total liabilities and equity |
$ |
7,420,290 |
|
|
$ |
6,149,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
impairment of goodwill, other non-operating income and income tax
expense (benefit), plus the net income (loss) attributable to the
convertible non-controlling interest. Impairment of goodwill has
been excluded from adjusted pre-tax income (loss) because it is a
non-recurring, non-cash item. Other non-operating income,
representing the forgiveness of our PPP loan, has been excluded
because it is a non-recurring item. 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 -Cohen & Company Inc.Joseph W.
Pooler, Jr.Executive Vice President and
Chief Financial
Officer215-701-8952investorrelations@cohenandcompany.com |
Media -Joele Frank, Wilkinson Brimmer KatcherJames
Golden or Andrew Squire212-355-4449jgolden@joelefrank.com or
asquire@joelefrank.com |
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