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Cohen & Company Reports Fourth Quarter & Full Year 2022 Financial Results

March 7, 2023 8:00 AM

PHILADELPHIA and NEW YORK, March 07, 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 fourth quarter and full year ended December 31, 2022.

Summary Operating Results

Three Months Ended Twelve Months Ended
($ in thousands)12/31/22 9/30/22 12/31/21 12/31/22 12/31/21
Net trading$9,644 $7,966 $15,204 $40,009 $69,385
Asset management 1,761 3,456 5,136 9,004 10,923
New issue and advisory 4,235 13,235 17,209 24,721 28,736
Principal transactions and other revenue (3,190) (1,192) (10,507) (29,347) 37,324
Total revenues 12,450 23,465 27,042 44,387 146,368
Compensation and benefits 8,970 15,227 23,634 50,290 85,048
Non-compensation operating expenses 6,251 5,390 6,069 22,060 21,727
Operating income (2,771) 2,848 (2,661) (27,963) 39,593
Interest expense, net (1,179) (1,346) (1,706) (4,982) (7,233)
Other non-operating income - - - - 2,127
Income (loss) from equity method affiliates (6,401) 618 28,498 (20,931) 36,010
Income (loss) before income tax expense (benefit) (10,351) 2,120 24,131 (53,876) 70,497
Income tax expense (benefit) 1,260 1,761 (4,117) 4,794 (3,541)
Net income (loss) (11,611) 359 28,248 (58,670) 74,038
Less: Net income (loss) attributable to the non-convertible non-controlling interest (4,223) (109) 17,738 (23,203) 35,574
Enterprise net income (loss) (7,388) 468 10,510 (35,467) 38,464
Less: Net income (loss) attributable to the convertible non-controlling interest (4,387) 1,387 6,354 (22,078) 26,656
Net income (loss) attributable to Cohen & Company Inc.$(3,001) $(919) $4,156 $(13,389) $11,808
Fully diluted net income (loss) per share$(2.10) $(0.64) $2.43 $(9.43) $7.83
Adjusted pre-tax income (loss)$(6,128) $2,229 $6,393 $(30,673) $32,796
Fully diluted adjusted pre-tax income (loss) per share$(1.13) $0.41 $1.23 $(5.62) $6.50

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, “Continued turbulent market conditions impacted our reported financial results in the quarter, particularly from negative mark-to-market adjustments on our principal investing portfolio. Our principal investing segment accounted for substantially all of our consolidated adjusted pre-tax loss for the quarter and for the full year. Despite this challenging market backdrop, our Cohen & Company Capital Markets investment banking team continues to grow market share as an advisor and agent, with multiple recently announced leadership engagements. We remain focused on our strategic objectives, and we are confident that past investments will translate into higher revenues in the future, especially from the Cohen & Company Capital Markets team. As we move forward, we are committed to enhancing stockholder value, and in the fourth quarter we continued to pay our quarterly dividend.”

Financial Highlights

Total Equity and Dividend Declaration

Conference Call

The Company will host a conference call at 10:00 a.m. Eastern Time (ET), today, March 7, 2023, to discuss these results. The conference call will be available via webcast. Interested parties can access the webcast by clicking the webcast link on the Company’s homepage at www.cohenandcompany.com. Those wishing to listen to the conference call with operator assistance can dial (877) 524-8416 (domestic) or +1 (412) 902-1028 (international). A replay of the call will be available for three days following the call by dialing (877) 660-6853 or (201) 612-7415, with participant passcode 13736638.

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. The Asset Management segment manages assets through collateralized debt obligations, managed accounts, and investment funds. As of December 31, 2022, the Company managed approximately $2.1 billion in primarily fixed income assets in a variety of asset classes including US and European trust preferred securities, subordinated debt, and corporate loans. The Principal Investing segment is comprised primarily of investments the Company holds related to its SPAC franchise and other investments the Company has made for the purpose of earning an investment return rather than investments made to support its trading or other capital markets business activity. For more information, please visit www.cohenandcompany.com.

Note 1: Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per share are non-GAAP measures of performance. Please see the discussion under “Non-GAAP Measures” below. Also see the tables below for the reconciliations of non-GAAP measures of performance to their corresponding GAAP measures of performance.

Forward-looking Statements

This communication contains certain statements, estimates, and forecasts with respect to future performance and events. These statements, estimates, and forecasts are “forward-looking statements.” In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other than statements of historical fact included in this communication are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties, and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied in the forward-looking statements including, but not limited to, those discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition” in our filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s website at www.sec.gov and our website at www.cohenandcompany.com/investor-relations/sec-filings. Such risk factors include the following: (a) a decline in general economic conditions or the global financial markets, including those caused by inflation, raising interest rates, and the Russian /Ukrainian war, (b) losses caused by financial or other problems experienced by third parties, (c) losses due to unidentified or unanticipated risks, (d) a lack of liquidity, i.e., ready access to funds for use in our businesses, (e) the ability to attract and retain personnel, (f) litigation and regulatory issues, (g) competitive pressure, (h) an inability to generate incremental income from new or expanded businesses, (i) unanticipated market closures or effects due to inclement weather or other disasters, (j) losses (whether realized or unrealized) on our principal investments, (k) the possibility that payments to the Company of subordinated management fees from its CDOs will continue to be deferred or will be discontinued, (l) the possibility that the stockholder rights plan may fail to preserve the value of the Company’s deferred tax assets, whether as a result of the acquisition by a person of 5% of the Company’s common stock or otherwise, (m) a reduction in the volume of investments into SPACs, (n) the difficulty in identifying potential business combinations as a result of increased competition in the SPAC market, (o) the value of our holdings of founders shares in post-business combination companies is volatile and may decline and the possibility that significant portions of the founder shares may remain restricted for a long period of time, (p) the possibility that the Company will stop paying quarterly dividends to its stockholders, (q) the possibility that the Company will incur additional losses liquidating collateral related to a reverse repo with now bankrupt First Guaranty Mortgage Corporation, (r) the impacts of rising interest rates and inflation, and (s) the impacts of the COVID-19 pandemic. As a result, there can be no assurance that the forward-looking statements included in this communication will prove to be accurate or correct. In light of these risks, uncertainties, and assumptions, the future performance or events described in the forward-looking statements in this communication might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Cautionary Note Regarding Quarterly Financial Results

Due to the nature of our business, our revenue and operating results may fluctuate materially from quarter to quarter. Accordingly, revenue and net income in any particular quarter may not be indicative of future results. Further, our employee compensation arrangements are in large part incentive-based and, therefore, will fluctuate with revenue. The amount of compensation expense recognized in any one quarter may not be indicative of such expense in future periods. As a result, we suggest that annual results may be the most meaningful gauge for investors in evaluating our business performance.

COHEN & COMPANY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share data)
Three Months Ended Twelve Months Ended
12/31/22 9/30/22 12/31/21 12/31/22 12/31/21
Revenues
Net trading$9,644 $7,966 $15,204 $40,009 $69,385
Asset management 1,761 3,456 5,136 9,004 10,923
New issue and advisory 4,235 13,235 17,209 24,721 28,736
Principal transactions and other revenue (3,190) (1,192) (10,507) (29,347) 37,324
Total revenues 12,450 23,465 27,042 44,387 146,368
Operating expenses
Compensation and benefits 8,970 15,227 23,634 50,290 85,048
Business development, occupancy, equipment 1,299 1,234 990 5,076 3,365
Subscriptions, clearing, and execution 2,249 2,112 2,562 8,274 10,307
Professional services and other operating 2,560 1,905 2,404 8,153 7,684
Depreciation and amortization 143 139 113 557 371
Total operating expenses 15,221 20,617 29,703 72,350 106,775
Operating income (loss) (2,771) 2,848 (2,661) (27,963) 39,593
Non-operating income (expense)
Interest expense, net (1,179) (1,346) (1,706) (4,982) (7,233)
Other non-operating income (expense) - - - - 2,127
Income (loss) from equity method affiliates (6,401) 618 28,498 (20,931) 36,010
Income (loss) before income tax expense (benefit) (10,351) 2,120 24,131 (53,876) 70,497
Income tax expense (benefit) 1,260 1,761 (4,117) 4,794 (3,541)
Net income (loss) (11,611) 359 28,248 (58,670) 74,038
Less: Net income (loss) attributable to the non-convertible non-controlling interest (4,223) (109) 17,738 (23,203) 35,574
Enterprise net income (loss) (7,388) 468 10,510 (35,467) 38,464
Less: Net income (loss) attributable to the convertible non-controlling interest (4,387) 1,387 6,354 (22,078) 26,656
Net income (loss) attributable to Cohen & Company Inc.$(3,001) $(919) $4,156 $(13,389) $11,808
Earnings per share
Basic
Net income (loss) attributable to Cohen & Company Inc.$(3,001) $(919) $4,156 $(13,389) $11,808
Basic shares outstanding 1,429 1,429 1,328 1,420 1,187
Net income (loss) attributable to Cohen & Company Inc. per share$(2.10) $(0.64) $3.13 $(9.43) $9.95
Fully Diluted
Net income (loss) attributable to Cohen & Company Inc.$(3,001) $(919) $4,156 $(13,389) $11,808
Net income (loss) attributable to the convertible non-controlling interest - - 6,354 - 26,656
Net interest attributable to convertible debt, net of taxes - - 301 - 1,183
Income tax and conversion adjustment - - 2,583 - 1,719
Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation$(3,001) $(919) $13,394 $(13,389) $41,366
Basic shares outstanding 1,429 1,429 1,328 1,420 1,187
Unrestricted Operating LLC membership units exchangeable into COHN shares - - 2,856 - 2,851
Additional dilutive shares - - 1,320 - 1,247
Fully diluted shares outstanding (1) 1,429 1,429 5,504 1,420 5,285
Fully diluted net income (loss) per share$(2.10) $(0.64) $2.43 $(9.43) $7.83
Reconciliation of adjusted pre-tax income (loss) to net income (loss) attributable to Cohen & Company Inc. and calculations of per share amounts
Net income (loss) attributable to Cohen & Company Inc.$(3,001) $(919) $4,156 $(13,389) $11,808
Addback (deduct): Other non-operating income - - - - (2,127)
Addback (deduct): Income tax expense (benefit) 1,260 1,761 (4,117) 4,794 (3,541)
Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest (4,387) 1,387 6,354 (22,078) 26,656
Adjusted pre-tax income (loss) (6,128) 2,229 6,393 (30,673) 32,796
Net interest attributable to convertible debt - - 390 327 1,534
Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax income (loss) per share calculation$(6,128) $2,229 $6,783 $(30,346) $34,330
Adjusted fully diluted shares outstanding (2) 5,424 5,402 5,504 5,398 5,285
Fully diluted adjusted pre-tax income (loss) per share$(1.13) $0.41 $1.23 $(5.62) $6.50
(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) unrestricted 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)
December 31, 2022
(unaudited) December 31, 2021
Assets
Cash and cash equivalents$29,101 $50,567
Receivables from brokers, dealers, and clearing agencies 140,933 68,392
Due from related parties 787 4,581
Other receivables 9,527 3,203
Investments - trading 211,828 223,865
Other investments, at fair value 28,022 56,033
Receivables under resale agreements 437,692 3,175,645
Investment in equity method affiliates 8,929 48,238
Deferred income taxes 6,934 11,513
Goodwill 109 109
Right-of-use asset - operating leases 9,647 10,273
Other assets 3,546 3,885
Total assets$887,055 $3,656,304
Liabilities
Payables to brokers, dealers, and clearing agencies$134,985 $160,896
Accounts payable and other liabilities 11,439 22,819
Accrued compensation 12,434 22,577
Trading securities sold, not yet purchased 133,957 62,512
Other investments sold, not yet purchased 78 2,488
Securities sold under agreements to repurchase 452,797 3,171,415
Operating lease liability 10,447 10,813
Redeemable financial instruments 7,868 7,957
Debt 29,024 43,394
Total liabilities 793,029 3,504,871
Equity
Voting non-convertible preferred stock 27 27
Common stock 17 17
Additional paid-in capital 72,801 72,006
Accumulated other comprehensive loss (955) (905)
Accumulated deficit (25,151) (9,204)
Total stockholders' equity 46,739 61,941
Non-controlling interest 47,287 89,492
Total equity 94,026 151,433
Total liabilities and equity$887,055 $3,656,304

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 other non-operating income and income tax expense (benefit), plus the net income (loss) attributable to the convertible non-controlling interest. 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 - Media -
Cohen & Company Inc.Joele Frank, Wilkinson Brimmer Katcher
Joseph W. Pooler, Jr.James Golden or Andrew Squire
Executive Vice President and212-355-4449
Chief Financial Officer[email protected] or [email protected]
215-701-8952
[email protected]

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Source: Cohen & Company Inc.

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