COHN Cohen & Company Inc

Cohen & Company Inc. (NYSE American: COHN), a financial services firm specializing in an expanding range of capital markets and asset management services, today reported financial results for its first quarter ended March 31, 2023.

Summary Operating Results

		Three Months Ended
($ in thousands)		3/31/23				12/31/22				3/31/22
Net trading		$	8,210			$	9,644			$	12,022
Asset management			2,025				1,761				1,889
New issue and advisory			900				4,235				3,770
Principal transactions and other revenue			(2,311	)			(3,190	)			(18,363	)
Total revenues			8,824				12,450				(682	)
Compensation and benefits			10,537				8,970				13,879
Non-compensation operating expenses			5,770				6,251				5,317
Operating income			(7,483	)			(2,771	)			(19,878	)
Interest expense, net			(1,592	)			(1,179	)			(1,351	)
Income (loss) from equity method affiliates			(395	)			(6,401	)			(12,104	)
Income (loss) before income tax expense (benefit)			(9,470	)			(10,351	)			(33,333	)
Income tax expense (benefit)			584				1,260				1,833
Net income (loss)			(10,054	)			(11,611	)			(35,166	)
Less: Net income (loss) attributable to the non-convertible non-controlling interest			97				(4,223	)			(14,704	)
Enterprise net income (loss)			(10,151	)			(7,388	)			(20,462	)
Less: Net income (loss) attributable to the convertible non-controlling interest			(7,514	)			(4,387	)			(12,850	)
Net income (loss) attributable to Cohen & Company Inc.		$	(2,637	)		$	(3,001	)		$	(7,612	)
Fully diluted net income (loss) per share		$	(1.77	)		$	(2.10	)		$	(5.46	)
Adjusted pre-tax income (loss)		$	(9,567	)		$	(6,128	)		$	(18,629	)
Fully diluted adjusted pre-tax income (loss) per share		$	(1.74	)		$	(1.13	)		$	(3.35	)

Adjusted pre-tax income (loss) is not a measure recognized under U.S. generally accepted accounting principles (“GAAP”). See Note 1 below.

Lester Brafman, Chief Executive Officer of Cohen & Company, said, “Our investment portfolio continues to impact our results, as our combined negative principal transactions revenue and loss from equity method affiliates amounted to $3.0 million for the quarter. The prolonged slump in investment banking and origination resulted in less than expected new issue and advisory revenue during the quarter. We strongly believe in our team of bankers and originators, as we continue to build our pipeline, and look forward to more favorable capital markets. As we move forward, we remain focused on enhancing stockholder value, and in the first quarter we continued to pay our quarterly dividend.”

Financial Highlights

• Net loss attributable to Cohen & Company Inc. was $2.6 million, or $1.77 per diluted share, for the three months ended March 31, 2023, compared to net loss of $3.0 million, or $2.10 per diluted share, for the three months ended December 31, 2022, and net loss of $7.6 million, or $5.46 per diluted share, for the three months ended March 31, 2022. Adjusted pre-tax loss was $9.6 million, or $1.74 per diluted share, for the three months ended March 31, 2023, compared to adjusted pre-tax loss of $6.1 million, or $1.13 per diluted share, for the three months ended December 31, 2022, and adjusted pre-tax loss of $18.6 million, or $3.35 per diluted share, for the three months ended March 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 $8.8 million for the three months ended March 31, 2023, compared to $12.5 million for the prior quarter and negative $0.7 million for the prior year quarter.
  • Net trading revenue was $8.2 million for the three months ended March 31, 2023, down $1.4 million from the prior quarter and $3.8 million from the prior year quarter. The decrease from both prior quarters was due primarily to lower trading revenue by our mortgage group.
  • Asset management revenue was $2.0 million for the three months ended March 31, 2023, up $0.3 million from the prior quarter and $0.1 million from the prior year quarter. The increase from both prior quarters was due primarily to an incentive allocation earned by the manager of the Company’s SPAC funds in the current quarter.
  • New issue and advisory revenue was $0.9 million for the three months ended March 31, 2023, down $3.3 million from the prior quarter and $2.9 million from the prior year quarter. In the current quarter, the Cohen & Company Capital Markets investment banking team generated $0.7 million and the U.S. insurance origination team generated $0.2 million of the new issue and advisory revenue.
  • Principal transactions and other revenue was negative $2.3 million for the three months ended March 31, 2023, compared to negative $3.2 million in the prior quarter and negative $18.4 million in the prior year quarter. In all quarters presented, the negative principal transactions and other revenue was primarily due to mark-to-market adjustments on the Company’s principal investments related to the Company’s involvement in the SPAC market as a sponsor, asset manager, and investor, which has resulted in increased holdings of public equity positions in post-business combination companies, which holdings are often restricted and are subject to market adjustments, both up and down.
• Compensation and benefits expense during the three months ended March 31, 2023 increased $1.6 million from the prior quarter and decreased $3.3 million from the prior year quarter. The number of Company employees was 121 as of March 31, 2023, compared to 121 as of December 31, 2022, and 115 as of March 31, 2022.
• Interest expense during the three months ended March 31, 2023 increased $0.4 million from the prior quarter and $0.2 million from the prior year quarter.
• Loss from equity method affiliates for the three months ended March 31, 2023 was $0.4 million, compared to loss from equity method affiliates of $6.4 million for the prior quarter and loss from equity method affiliates of $12.1 million for the prior year quarter.
• Income tax expense for the three months ended March 31, 2023 was $0.6 million, compared to $1.3 million in the prior quarter, and $1.8 million in the prior year quarter. The Company will continue to evaluate its operations on a quarterly basis and may adjust the valuation allowance applied against the Company's net operating loss and net capital loss tax assets. Future adjustments could be material and may result in additional tax benefit or tax expense.

Total Equity and Dividend Declaration

• As of March 31, 2023, total equity was $82.4 million, compared to $94.0 million as of December 31, 2022; the non-convertible non-controlling interest component of total equity was $153 thousand as of March 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 March 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 June 2, 2023, to stockholders of record as of May 18, 2023. The Board of Directors will continue to evaluate the dividend policy each quarter, and future decisions regarding dividends may be impacted by quarterly operating results and the Company’s capital needs.

Conference Call

The Company will host a conference call at 1:00 p.m. Eastern Time (ET), today, May 4, 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 13738623.

About Cohen & Company

Cohen & Company is a financial services company specializing in an expanding range of capital markets and asset management services. Cohen & Company’s operating segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment consists of fixed income sales, trading, and gestation repo financing as well as new issue placements in corporate and securitized products, and advisory services, operating primarily through Cohen & Company’s subsidiaries, J.V.B. Financial Group, LLC in the United States and Cohen & Company Financial (Europe) S.A. in Europe. A division of JVB, Cohen & Company Capital Markets is the Company’s full-service boutique investment bank with a focus on mergers and acquisitions, capital markets, and SPAC advisory services. The Asset Management segment manages assets through collateralized debt obligations, managed accounts, and investment funds. As of March 31, 2023, 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
			3/31/23				12/31/22				3/31/22
	Revenues
	Net trading		$	8,210			$	9,644			$	12,022
	Asset management			2,025				1,761				1,889
	New issue and advisory			900				4,235				3,770
	Principal transactions and other revenue			(2,311	)			(3,190	)			(18,363	)
	Total revenues			8,824				12,450				(682	)
	Operating expenses
	Compensation and benefits			10,537				8,970				13,879
	Business development, occupancy, equipment			1,301				1,299				1,248
	Subscriptions, clearing, and execution			2,125				2,249				1,941
	Professional services and other operating			2,200				2,560				1,996
	Depreciation and amortization			144				143				132
	Total operating expenses			16,307				15,221				19,196
	Operating income (loss)			(7,483	)			(2,771	)			(19,878	)
	Non-operating income (expense)
	Interest expense, net			(1,592	)			(1,179	)			(1,351	)
	Income (loss) from equity method affiliates			(395	)			(6,401	)			(12,104	)
	Income (loss) before income tax expense (benefit)			(9,470	)			(10,351	)			(33,333	)
	Income tax expense (benefit)			584				1,260				1,833
	Net income (loss)			(10,054	)			(11,611	)			(35,166	)
	Less: Net income (loss) attributable to the non-convertible non-controlling interest			97				(4,223	)			(14,704	)
	Enterprise net income (loss)			(10,151	)			(7,388	)			(20,462	)
	Less: Net income (loss) attributable to the convertible non-controlling interest			(7,514	)			(4,387	)			(12,850	)
	Net income (loss) attributable to Cohen & Company Inc.		$	(2,637	)		$	(3,001	)		$	(7,612	)
Earnings per share
	Basic
	Net income (loss) attributable to Cohen & Company Inc.		$	(2,637	)		$	(3,001	)		$	(7,612	)
	Basic shares outstanding			1,489				1,429				1,395
	Net income (loss) attributable to Cohen & Company Inc. per share		$	(1.77	)		$	(2.10	)		$	(5.46	)
	Fully Diluted
	Net income (loss) attributable to Cohen & Company Inc.		$	(2,637	)		$	(3,001	)		$	(7,612	)
	Net income (loss) attributable to the convertible non-controlling interest			(7,514	)			-				-
	Income tax and conversion adjustment			435				-				-
	Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation		$	(9,716	)		$	(3,001	)		$	(7,612	)
	Basic shares outstanding			1,489				1,429				1,395
	Unrestricted Operating LLC membership units exchangeable into COHN shares			3,998				-				-
	Fully diluted shares outstanding (1)			5,487				1,429				1,395
	Fully diluted net income (loss) per share		$	(1.77	)		$	(2.10	)		$	(5.46	)
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.		$	(2,637	)		$	(3,001	)		$	(7,612	)
	Addback (deduct): Income tax expense (benefit)			584				1,260				1,833
	Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest			(7,514	)			(4,387	)			(12,850	)
	Adjusted pre-tax income (loss)			(9,567	)			(6,128	)			(18,629	)
	Net interest attributable to convertible debt			-				-				327
	Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax income (loss) per share calculation		$	(9,567	)		$	(6,128	)		$	(18,302	)
	Adjusted fully diluted shares outstanding (2)			5,505				5,424				5,461
	Fully diluted adjusted pre-tax income (loss) per share		$	(1.74	)		$	(1.13	)		$	(3.35	)
	(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) 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)
			March 31, 2023
			(unaudited)				December 31, 2022
	Assets
	Cash and cash equivalents		$	3,641			$	29,101
	Receivables from brokers, dealers, and clearing agencies			103,261				140,933
	Due from related parties			767				787
	Other receivables			6,639				9,527
	Investments - trading			197,857				211,828
	Other investments, at fair value			22,395				28,022
	Receivables under resale agreements			381,813				437,692
	Investment in equity method affiliates			9,240				8,929
	Deferred income taxes			6,545				6,934
	Goodwill			109				109
	Right-of-use asset - operating leases			9,144				9,647
	Other assets			3,814				3,546
	Total assets		$	745,225			$	887,055
	Liabilities
	Payables to brokers, dealers, and clearing agencies		$	106,639			$	134,985
	Accounts payable and other liabilities			8,999				11,439
	Accrued compensation			6,432				12,434
	Trading securities sold, not yet purchased			97,696				133,957
	Other investments sold, not yet purchased			73				78
	Securities sold under agreements to repurchase			395,226				452,797
	Due to related parties			834				-
	Operating lease liability			9,920				10,447
	Redeemable financial instruments			7,868				7,868
	Debt			29,173				29,024
	Total liabilities			662,860				793,029
	Equity
	Voting non-convertible preferred stock			27				27
	Common stock			18				17
	Additional paid-in capital			73,636				72,801
	Accumulated other comprehensive loss			(957	)			(955	)
	Accumulated deficit			(28,382	)			(25,151	)
	Total stockholders' equity			44,342				46,739
	Non-controlling interest			38,023				47,287
	Total equity			82,365				94,026
	Total liabilities and equity		$	745,225			$	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 -Cohen & Company Inc.Joseph W. Pooler, Jr.Executive Vice President andChief Financial Officer215-701-8952investorrelations@cohenandcompany.com

Media -Joele Frank, Wilkinson Brimmer KatcherJames Golden or Andrew Squire 212-355-4449 jgolden@joelefrank.com or asquire@joelefrank.com