Cohen & Company Inc. (NYSE American: COHN), a financial
services firm specializing in fixed income markets, today reported
financial results for its third quarter ended September 30, 2020.
Summary Operating Results
|
Three Months Ended |
($ in thousands) |
9/30/20 |
|
|
6/30/20 |
|
|
9/30/19 |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
21,856 |
|
|
$ |
24,119 |
|
|
$ |
11,267 |
|
Compensation and benefits |
10,965 |
|
|
11,324 |
|
|
7,017 |
|
Non-compensation operating
expenses |
4,819 |
|
|
4,869 |
|
|
4,693 |
|
Operating income |
6,072 |
|
|
7,926 |
|
|
(443 |
) |
Interest expense, net |
(1,952 |
) |
|
(3,081 |
) |
|
(1,536 |
) |
Income (loss) from equity
method affiliates |
(1,371 |
) |
|
(1,233 |
) |
|
(109 |
) |
Income (loss) before income
tax expense (benefit) |
2,749 |
|
|
3,612 |
|
|
(2,088 |
) |
Income tax expense
(benefit) |
(594 |
) |
|
343 |
|
|
(170 |
) |
Net income (loss) |
3,343 |
|
|
3,269 |
|
|
(1,918 |
) |
Less: Net income (loss)
attributable to the noncontrolling interest |
1,688 |
|
|
2,368 |
|
|
(702 |
) |
Net income (loss) attributable
to Cohen & Company Inc. |
$ |
1,655 |
|
|
$ |
901 |
|
|
$ |
(1,216 |
) |
Fully diluted net income
(loss) per share |
$ |
1.19 |
|
|
$ |
0.69 |
|
|
$ |
(1.06 |
) |
|
|
|
|
|
|
|
|
|
Adjusted net income
(loss) |
$ |
4,197 |
|
|
$ |
4,008 |
|
|
$ |
(1,861 |
) |
Fully diluted adjusted net
income (loss) per share |
$ |
1.19 |
|
|
$ |
0.69 |
|
|
$ |
(1.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
- Net income was $3.3 million, or
$1.19 per diluted share, for the three months ended September 30,
2020, compared to net income of $3.3 million, or $0.69 per diluted
share, for the three months ended June 30, 2020, and net loss of
($1.9) million, or ($1.06) per diluted share, for the three months
ended September 30, 2019. Adjusted net income was $4.2 million, or
$1.19 per diluted share, for the three months ended September 30,
2020, compared to adjusted net income of $4.0 million, or $0.69 per
diluted share, for the three months ended June 30, 2020, and
adjusted net loss of ($1.9) million, or ($1.06) per diluted share,
for the three months ended September 30, 2019. Adjusted net income
(loss) is not a measure recognized under U.S. generally accepted
accounting principles (“GAAP”). See Note 1 on page 5.
- Revenues during the three months
ended September 30, 2020 decreased $2.3 million from the prior
quarter and increased $10.6 million from the prior year quarter.
- The decrease from the prior quarter
was comprised primarily of (i) a decrease of $3.0 million in net
trading revenue primarily from decreased revenue in the Company’s
GCF repo and Corporate trading groups, which was net of an increase
of $3.1 million in the Company’s Gestation repo revenue, partially
offset by (ii) an increase of $0.5 million in new issue and
advisory revenue related to a U.S. insurance transaction, and (iii)
an increase of $0.3 million in principal transactions revenue
related to mark-to-market gains on the Company’s principal
investment portfolio.
- The increase from the prior year
quarter was comprised primarily of (i) an increase of $8.5 million
in net trading revenue primarily from a $6.6 million increase in
Gestation repo revenue and a $1.1 million increase in Corporate
trading group revenue, (ii) an increase of $2.3 million in
principal transactions related to mark-to-market gains on the
Company’s principal investment portfolio, (iii) an increase of $0.3
million in new issue and advisory revenue related to a U.S.
insurance transaction, partially offset by (iv) a decrease of $0.4
million in asset management revenue related to higher revenue in
the prior-year quarter related to the liquidation of a European
CLO.
- Compensation and benefits expense
as a percentage of revenue was 50% for the three months ended
September 30, 2020, compared to 47% for the three months ended June
30, 2020 and 62% for the three months ended September 30, 2019. The
number of Company employees was 87 as of September 30, 2020,
compared to 94 as of June 30, 2020, and 90 as of September 30,
2019.
- Non-compensation operating expenses
during the three months ended September 30, 2020 were comparable to
the prior quarter and increased $0.1 million from the prior year
quarter. The increase from the prior year quarter was primarily due
to higher professional fees.
- Interest expense during the three
months ended September 30, 2020 decreased $1.1 million from the
prior quarter and increased $0.4 million from the prior year
quarter. The changes in quarterly interest expense are primarily
driven by fluctuations in interest on redeemable financial
instruments, which are driven by certain Company groups’ revenues
and profits.
- Loss from equity method affiliates
during the three months ended September 30, 2020 increased $0.1
million from the prior quarter and $1.3 million from the prior year
quarter. The increase in loss from equity method affiliates was
primarily related to expenses incurred by the Company-sponsored
Insurance Acquisition Corp., a special purpose acquisition company
(SPAC) formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, or
similar business combination with one or more businesses. On
October 13, 2020, Insurance Acquisition Corp. completed its merger
with Shift Technologies, Inc. (Nasdaq: SFT) (see below for more
details).
- As of September 30, 2020, total
equity was $47.8 million, compared to $48.8 million as of December
31, 2019.
Lester Brafman, Chief Executive Officer of Cohen
& Company, said, “We are pleased with our third quarter
results, particularly on the broker-dealer side where we continued
to strengthen our Gestation Repo business, with balances increasing
to $2.9 billion by the end of the quarter. Additionally, we are
excited to announce positive developments in our SPAC business.
Recently, subsequent to quarter end, our first company-sponsored
Insurance SPAC, Insurance Acquisition Corp., closed its merger with
Shift Technologies, Inc., and during the quarter, our second
company-sponsored Insurance SPAC, INSU Acquisition Corp. II, raised
$230 million in an initial public offering of its units. We are
active in multiple aspects of the SPAC market, including as a
sponsor, asset manager and investor. Our team has a long history in
the SPAC space, and we intend to continue growing our SPAC
franchise and capitalizing on opportunities in the space. We are
enthusiastic about our business going forward, and we remain
committed to executing on our strategic priorities, with a
continued focus on enhancing stockholder value.”
INSU Acquisition Corp. II
Initial
Public
Offering
The Company is the manager of Insurance
Acquisition Sponsor II, LLC (“IAS II”) and Dioptra Advisors II, LLC
(“Dioptra II” and, together with IAS II, the “Insurance SPAC II
Sponsor Entities”). The Insurance SPAC II Sponsor Entities are
sponsors of INSU Acquisition Corp. II (“Insurance SPAC II”), a
blank check company that will seek to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses (each a
“Insurance SPAC II Business Combination”). On September 8, 2020,
the Insurance SPAC II completed the sale of 23,000,000 units
("Insurance SPAC II Units") in its IPO.
Each Insurance SPAC II Unit consists of one
share of the Insurance SPAC II's Class A Common Stock, par value
$0.0001 per share (“Insurance SPAC II Common Stock”), and one-third
of one warrant (each, a “Insurance SPAC II Warrant”), where each
whole Insurance SPAC II Warrant entitles the holder to purchase one
share of Insurance SPAC II Common Stock for $11.50 per share. The
Insurance SPAC II Units were sold in the IPO at an offering price
of $10.00 per unit, for gross proceeds of $230,000,000 (before
underwriting discounts and commissions and offering expenses).
Immediately following the completion of the IPO, there were an
aggregate of 31,386,667 shares of Insurance SPAC II Common Stock
issued and outstanding.
If Insurance SPAC II fails to consummate a
Business Combination within the first 18 months following the IPO
and is unable to obtain an extension, its corporate existence will
cease except for the purposes of winding up its affairs and
liquidating its assets. The Company currently consolidates the
Insurance SPAC II Sponsor Entities and treats the Insurance SPAC II
Sponsor Entities' investment in the Insurance SPAC II as an equity
method investment.
The Insurance SPAC II Sponsor Entities purchased
452,500 of the Insurance SPAC II placement units in a private
placement that occurred simultaneously with the IPO for an
aggregate of $4,525,000, or $10.00 per placement unit. Cantor
Fitzgerald & Co., the underwriter of the IPO, also purchased
87,500 of the Insurance SPAC II’s placement units in the private
placement for an aggregate of $875,000. Each placement unit
consists of one share of Insurance SPAC II Common Stock and
one-third of one warrant (the “Insurance SPAC II Placement
Warrant”). The placement units are identical to the Insurance SPAC
II Units sold in the IPO except (i) the shares of Insurance SPAC II
Common Stock issued as part of the placement units and the
Insurance SPAC II Placement Warrants will not be redeemable by
Insurance SPAC II, (ii) the Insurance SPAC II Placement Warrants
may be exercised by the holders on a cashless basis, (iii) the
shares of Insurance SPAC II Common Stock issued as part of the
placement units, together with the Insurance SPAC II Placement
Warrants, are entitled to certain registration rights, and (iv) for
so long as they are held by the IPO underwriter, the Insurance SPAC
II placement units will not be exercisable more than five years
following the effective date of the registration statement filed by
the Insurance SPAC II in connection with the IPO. Subject to
certain limited exceptions, the placement units (including the
underlying Insurance SPAC II Placement Warrants and Insurance SPAC
II Common Stock and the shares of Insurance SPAC II Common Stock
issuable upon exercise of the Insurance SPAC II Placement Warrants)
will not be transferable, assignable or salable until 30 days after
the completion of the Insurance SPAC II Business Combination.
In addition, the Insurance SPAC II Sponsor
Entities collectively hold 7,846,667 founder shares of Insurance
SPAC II. Subject to certain limited exceptions, the founder shares
will not be transferable or salable except (a) with respect to 20%
of such shares, until consummation of a Business Combination, and
(b) with respect to additional 20% tranches of such shares, when
the closing price of the Insurance SPAC II Common Stock exceeds
$12.00, $13.50, $15.00 and $17.00, respectively, for 20 out of any
30 consecutive trading days following the consummation of the
Insurance SPAC II Business Combination. Certain executive and key
employees of the Company purchased membership interests in Dioptra
II and have an interest in the Insurance SPAC II’s founder shares
through such membership interests.
The number of founders shares eventually
retained by the Insurance SPAC II Sponsor Entities and in which
such executives and key employees have an interest through the
Insurance SPAC II Sponsor Entities will not be finally determined
until the Insurance SPAC II Business Combination is complete.
Insurance Acquisition Corp. Merger with
Shift Technologies, Inc.
The Company is the manager of Insurance
Acquisition Sponsor, LLC (“IAS”) and Dioptra Advisors, LLC
(“Dioptra” and, together with IAS, the “Sponsor Entities”). The
Sponsor Entities were sponsors of Insurance Acquisition Corp.
("Insurance SPAC"), a special purpose acquisition company formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization, or similar
business combination with one or more businesses.
On June 29, 2020, Insurance SPAC entered into an
Agreement and Plan of Merger (the “Insurance SPAC Merger
Agreement”) with IAC Merger Sub, Inc., a Delaware corporation and
direct wholly owned subsidiary of Insurance SPAC (“Insurance SPAC
Merger Sub”), and Shift Technologies, Inc., a Delaware corporation
(“Shift”). On October 13, 2020, Insurance SPAC Merger Sub was
merged (the “Insurance SPAC Merger”) with and into Shift (the
“Closing”). In connection with the Insurance SPAC Merger, the
Insurance SPAC changed its name from “Insurance Acquisition Corp.”
to “Shift Technologies, Inc.” and, on October 15, 2020, the
Insurance SPAC’s NASDAQ trading symbol changed from "INSU" to
“SFT.” The Insurance SPAC Merger was approved by the Insurance
SPAC’s stockholders at a special meeting of stockholders held on
October 13, 2020.
Upon the Closing, the Sponsor Entities held
375,000 shares of SFT Class A Common Stock, par value $0.0001 per
share (“SFT Class A Common Stock”), and 187,500 warrants (“SFT
Warrants”) to purchase an equal number of shares of SFT Class A
Common Stock (such SFT Class A Common Stock and SFT Warrants,
collectively, the “Placement Securities”) as a result of the
375,000 placement units, which the Sponsor Entities had purchased
in a private placement that occurred simultaneously with the
Insurance SPAC’s initial public offering on March 22, 2019.
Further, upon the Closing, the Sponsor Entities collectively held
an additional 4,497,525 shares of SFT Class A Common Stock as a
result of its previous purchase of founder shares of the Insurance
SPAC (collectively, the “Founder Shares,” and, together with the
Placement Securities, the “Sponsor Shares”).
The Company currently consolidates the Sponsor
Entities and previously treated its investment in the Insurance
SPAC as an equity method investment. Effective upon the Closing,
the Company has reclassified its equity method investment in the
Insurance SPAC to other investments, at fair value and has adopted
fair value accounting for the investment in SFT, resulting in an
amount of principal transaction revenue derived from the (i) the
final amount of Sponsor Shares retained by the Sponsor Entities;
(ii) the trading share price of the SFT Class A Common Stock and
the SFT Warrants; and (iii) fair value discounts related to the
share sale restrictions on the Sponsor Shares outlined below. Upon
recognition of the principal transaction revenue described above in
the fourth quarter, the Company will record a non-controlling
interest expense or compensation expense related to the amount of
Sponsor Shares distributable to the non-controlling interest
holders in the Sponsor Entities. If the non-controlling interest
holder is an employee of the Company, the expense will be recorded
as compensation. Otherwise, the expense will be non-controlling
interest expense. The Company currently expects that, upon the
registration of the Sponsor Shares in accordance with the Amended
and Restated Registration Rights Agreement described below, (a) of
the Placement Securities, 252,335 shares of SFT Class A Common
Stock and 126,500 SFT Warrants will be distributed to the
non-controlling interest holders of the Sponsor Entities and, (b)
of the Founder Shares, 2,477,803 shares of SFT Class A Common Stock
will be distributed to the non-controlling interest holders of the
Sponsor Entities. Immediately following these distributions, the
Company expects to retain (i) of the Placement Securities, 122,665
shares of SFT Class A Common Stock and 61,332 SFT Warrants, and
(ii) of the Founder Shares, 2,019,721 shares of SFT Class A Common
Stock.
Subject to certain limited exceptions, Placement
Securities held by IAS will not be transferable or salable until 30
days following the Closing. Of the Founder Shares held by the
Sponsor Entities, (a) 20% are freely transferable and salable, and
(b) subject to certain limited exception, the remaining shares will
not be transferable or salable until the closing price of the SFT
Class A Common Stock, for a period of 20 out of any 30 consecutive
trading days following the Closing, (a) exceeds $12.00 with respect
to 20% of such shares, (b) exceeds $13.50 with respect to an
additional 20% of such shares, (c) exceeds $15.00 with respect to
an additional 20% of such shares, and (d) exceeds $17.00 with
respect to an additional 20% of such shares.
Conference Call
The Company will host a conference call at 10:00
a.m. Eastern Time (ET) 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) 686-9573
(domestic) or (706) 643-6983 (international), with participant pass
code 3371789, or request the Cohen & Company earnings call. A
replay of the call will be available for one week following the
call by dialing (800) 585-8367 or (404) 537-3406, participant pass
code 3371789.
About Cohen & Company
Cohen & Company is a financial services
company specializing in fixed income 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. The Asset Management segment manages assets through
collateralized debt obligations, managed accounts, and investment
funds. As of September 30, 2020, the Company managed approximately
$2.7 billion in 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, 2020, 77.4% 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 net income
(loss) and adjusted net 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, including on our CLO investments, (k)
the possibility that payments to the Company of subordinated
management fees from its European CLO 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 Insurance SPAC II does not successfully consummate
an Insurance SPAC II Business Combination, and (n) 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 |
|
|
|
9/30/20 |
|
6/30/20 |
|
9/30/19 |
|
9/30/20 |
|
9/30/19 |
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
Net trading |
$ |
16,957 |
|
|
$ |
20,006 |
|
|
$ |
8,479 |
|
|
$ |
55,524 |
|
|
$ |
25,873 |
|
|
|
Asset management |
|
1,631 |
|
|
|
1,692 |
|
|
|
2,018 |
|
|
|
4,938 |
|
|
|
5,765 |
|
|
|
New issue and advisory |
|
500 |
|
|
|
- |
|
|
|
250 |
|
|
|
500 |
|
|
|
250 |
|
|
|
Principal transactions |
|
2,606 |
|
|
|
2,304 |
|
|
|
310 |
|
|
|
2,313 |
|
|
|
1,245 |
|
|
|
Other revenue |
|
162 |
|
|
|
117 |
|
|
|
210 |
|
|
|
470 |
|
|
|
443 |
|
|
|
Total revenues |
|
21,856 |
|
|
|
24,119 |
|
|
|
11,267 |
|
|
|
63,745 |
|
|
|
33,576 |
|
|
|
Operating
expenses |
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
10,965 |
|
|
|
11,324 |
|
|
|
7,017 |
|
|
|
36,423 |
|
|
|
19,813 |
|
|
|
Business development, occupancy, equipment |
|
641 |
|
|
|
640 |
|
|
|
770 |
|
|
|
2,037 |
|
|
|
2,476 |
|
|
|
Subscriptions, clearing, and execution |
|
2,242 |
|
|
|
2,548 |
|
|
|
2,403 |
|
|
|
7,370 |
|
|
|
6,732 |
|
|
|
Professional services and other operating |
|
1,851 |
|
|
|
1,597 |
|
|
|
1,440 |
|
|
|
5,230 |
|
|
|
4,309 |
|
|
|
Depreciation and amortization |
|
85 |
|
|
|
84 |
|
|
|
80 |
|
|
|
249 |
|
|
|
239 |
|
|
|
Impairment of goodwill |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,883 |
|
|
|
- |
|
|
|
Total operating expenses |
|
15,784 |
|
|
|
16,193 |
|
|
|
11,710 |
|
|
|
59,192 |
|
|
|
33,569 |
|
|
|
Operating income (loss) |
|
6,072 |
|
|
|
7,926 |
|
|
|
(443 |
) |
|
|
4,553 |
|
|
|
7 |
|
|
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(1,952 |
) |
|
|
(3,081 |
) |
|
|
(1,536 |
) |
|
|
(7,638 |
) |
|
|
(5,329 |
) |
|
|
Income (loss) from equity method affiliates |
|
(1,371 |
) |
|
|
(1,233 |
) |
|
|
(109 |
) |
|
|
(2,711 |
) |
|
|
(365 |
) |
|
|
Income (loss) before income tax expense (benefit) |
|
2,749 |
|
|
|
3,612 |
|
|
|
(2,088 |
) |
|
|
(5,796 |
) |
|
|
(5,687 |
) |
|
|
Income tax expense (benefit) |
|
(594 |
) |
|
|
343 |
|
|
|
(170 |
) |
|
|
(623 |
) |
|
|
(917 |
) |
|
|
Net income (loss) |
|
3,343 |
|
|
|
3,269 |
|
|
|
(1,918 |
) |
|
|
(5,173 |
) |
|
|
(4,770 |
) |
|
|
Less: Net income (loss) attributable to the noncontrolling
interest |
|
1,688 |
|
|
|
2,368 |
|
|
|
(702 |
) |
|
|
(4,627 |
) |
|
|
(1,942 |
) |
|
|
Net income (loss) attributable to Cohen & Company Inc. |
$ |
1,655 |
|
|
$ |
901 |
|
|
$ |
(1,216 |
) |
|
$ |
(546 |
) |
|
$ |
(2,828 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss) attributable to Cohen & Company Inc. |
$ |
1,655 |
|
|
$ |
901 |
|
|
$ |
(1,216 |
) |
|
$ |
(546 |
) |
|
$ |
(2,828 |
) |
|
|
Basic shares
outstanding |
|
1,147 |
|
|
|
1,160 |
|
|
|
1,144 |
|
|
|
1,151 |
|
|
|
1,140 |
|
|
|
Net income
(loss) attributable to Cohen & Company Inc. per share |
$ |
1.44 |
|
|
$ |
0.78 |
|
|
$ |
(1.06 |
) |
|
$ |
(0.47 |
) |
|
$ |
(2.48 |
) |
|
|
Fully
Diluted |
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss) attributable to Cohen & Company Inc. |
$ |
1,655 |
|
|
$ |
901 |
|
|
$ |
(1,216 |
) |
|
$ |
(546 |
) |
|
$ |
(2,828 |
) |
|
|
Net income
(loss) attributable to the convertible noncontrolling interest |
|
2,542 |
|
|
|
3,107 |
|
|
|
(645 |
) |
|
|
(2,874 |
) |
|
|
(1,754 |
) |
|
|
Net interest
attributable to convertible debt |
|
379 |
|
|
|
373 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
Income tax
and conversion adjustment |
|
1,503 |
|
|
|
(930 |
) |
|
|
79 |
|
|
|
1,536 |
|
|
|
430 |
|
|
|
Enterprise
net income (loss) |
$ |
6,079 |
|
|
$ |
3,451 |
|
|
$ |
(1,782 |
) |
|
$ |
(1,884 |
) |
|
$ |
(4,152 |
) |
|
|
Basic shares
outstanding |
|
1,147 |
|
|
|
1,160 |
|
|
|
1,144 |
|
|
|
1,151 |
|
|
|
1,140 |
|
|
|
Unrestricted
Operating LLC membership units exchangeable into COHN shares |
|
2,803 |
|
|
|
2,803 |
|
|
|
532 |
|
|
|
2,800 |
|
|
|
532 |
|
|
|
Additional
dilutive shares |
|
1,166 |
|
|
|
1,057 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
Fully
diluted shares outstanding |
|
5,116 |
|
|
|
5,020 |
|
|
|
1,676 |
|
|
|
3,951 |
|
|
|
1,672 |
|
|
|
Fully diluted net income (loss) per share |
$ |
1.19 |
|
|
$ |
0.69 |
|
|
$ |
(1.06 |
) |
|
$ |
(0.48 |
) |
|
$ |
(2.48 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of adjusted net income (loss) to net income (loss)
and calculations of per share amounts |
|
Net income
(loss) |
$ |
3,343 |
|
|
$ |
3,269 |
|
|
$ |
(1,918 |
) |
|
$ |
(5,173 |
) |
|
$ |
(4,770 |
) |
|
|
Impairment
of goodwill |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,883 |
|
|
|
- |
|
|
|
Noncontrolling interest share of the equity method loss from
Insurance SPACs |
|
854 |
|
|
|
739 |
|
|
|
57 |
|
|
|
1,753 |
|
|
|
188 |
|
|
|
Adjusted net
income (loss) |
|
4,197 |
|
|
|
4,008 |
|
|
|
(1,861 |
) |
|
|
4,463 |
|
|
|
(4,582 |
) |
|
|
Net interest
attributable to convertible debt |
|
379 |
|
|
|
373 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
Income tax
and conversion adjustment |
|
1,503 |
|
|
|
(930 |
) |
|
|
79 |
|
|
|
1,536 |
|
|
|
430 |
|
|
|
Enterprise
net income (loss) for fully diluted adjusted net income (loss) per
share calculation |
$ |
6,079 |
|
|
$ |
3,451 |
|
|
$ |
(1,782 |
) |
|
$ |
5,999 |
|
|
$ |
(4,152 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully
diluted shares outstanding |
|
5,116 |
|
|
|
5,020 |
|
|
|
1,676 |
|
|
|
3,951 |
|
|
|
1,672 |
|
|
|
Fully
diluted adjusted net income (loss) per share |
$ |
1.19 |
|
|
$ |
0.69 |
|
|
$ |
(1.06 |
) |
|
$ |
1.52 |
|
|
$ |
(2.48 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COHEN & COMPANY INC. |
|
CONSOLIDATED BALANCE SHEETS |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
September 30,
2020 |
|
|
|
|
|
|
|
(unaudited) |
|
|
December 31, 2019 |
|
|
|
Assets |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
129,266 |
|
|
$ |
8,304 |
|
|
|
|
Receivables from brokers, dealers, and clearing agencies |
|
61,581 |
|
|
|
96,132 |
|
|
|
|
Due from related parties |
|
958 |
|
|
|
466 |
|
|
|
|
Other receivables |
|
3,582 |
|
|
|
46,625 |
|
|
|
|
Investments - trading |
|
237,271 |
|
|
|
307,852 |
|
|
|
|
Other investments, at fair value |
|
22,452 |
|
|
|
14,864 |
|
|
|
|
Receivables under resale agreements |
|
6,055,291 |
|
|
|
7,500,002 |
|
|
|
|
Investment in equity method affiliates |
|
7,776 |
|
|
|
3,799 |
|
|
|
|
Goodwill |
|
109 |
|
|
|
7,992 |
|
|
|
|
Right-of-use asset - operating leases |
|
6,340 |
|
|
|
7,155 |
|
|
|
|
Other assets |
|
2,925 |
|
|
|
8,433 |
|
|
|
|
Total assets |
$ |
6,527,551 |
|
|
$ |
8,001,624 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Payables to brokers, dealers, and clearing agencies |
$ |
139,084 |
|
|
$ |
241,261 |
|
|
|
|
Accounts payable and other liabilities |
|
130,450 |
|
|
|
20,295 |
|
|
|
|
Accrued compensation |
|
10,155 |
|
|
|
4,046 |
|
|
|
|
Trading securities sold, not yet purchased |
|
54,619 |
|
|
|
77,947 |
|
|
|
|
Securities sold under agreements to repurchase |
|
6,058,998 |
|
|
|
7,534,443 |
|
|
|
|
Deferred income taxes |
|
781 |
|
|
|
1,339 |
|
|
|
|
Operating lease liability |
|
6,824 |
|
|
|
7,693 |
|
|
|
|
Redeemable Financial Instruments |
|
14,457 |
|
|
|
16,983 |
|
|
|
|
Debt |
|
64,400 |
|
|
|
48,861 |
|
|
|
|
Total liabilities |
|
6,479,768 |
|
|
|
7,952,868 |
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Voting nonconvertible preferred stock |
|
27 |
|
|
|
27 |
|
|
|
|
Common stock |
|
12 |
|
|
|
12 |
|
|
|
|
Additional paid-in capital |
|
67,675 |
|
|
|
68,714 |
|
|
|
|
Accumulated other comprehensive loss |
|
(883 |
) |
|
|
(915 |
) |
|
|
|
Accumulated deficit |
|
(35,092 |
) |
|
|
(34,519 |
) |
|
|
|
Total stockholders' equity |
|
31,739 |
|
|
|
33,319 |
|
|
|
|
Noncontrolling interest |
|
16,044 |
|
|
|
15,437 |
|
|
|
|
Total equity |
|
47,783 |
|
|
|
48,756 |
|
|
|
|
Total liabilities and equity |
$ |
6,527,551 |
|
|
$ |
8,001,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Measures
Adjusted net income (loss) and adjusted net
income (loss) per diluted share
Adjusted net income (loss) is not a financial
measure recognized by GAAP. Adjusted net income (loss) represents
net income (loss), computed in accordance with GAAP, excluding
impairment of goodwill and the noncontrolling interest share of the
equity method loss from Cohen & Company’s sponsored special
purpose acquisition corporations, Insurance Acquisition Corp. and
INSU Acquisition Corp. II. Impairment of goodwill has been excluded
from adjusted net income (loss) because it is a non-recurring,
non-cash item. The noncontrolling interest share of the equity
method loss from Insurance Acquisition Corp. and INSU Acquisition
Corp. II has been excluded from adjusted net income (loss) as it
represents the portion of the equity method loss that is not owned
by the Company. Adjusted net income (loss) per diluted share is
calculated, by dividing adjusted net income (loss) by diluted
shares outstanding calculated in accordance with GAAP.
We present adjusted net 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 net 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 net income (loss) and
related per diluted share amounts to evaluate the performance of
our operations. Adjusted net 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 net income (loss) should not be assessed in isolation from
or construed as a substitute for net income (loss) prepared in
accordance with GAAP. Adjusted net 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 and |
212-355-4449 |
Chief Financial Officer |
jgolden@joelefrank.com or asquire@joelefrank.com |
215-701-8952 |
|
investorrelations@cohenandcompany.com |
|
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