0001270436
false
0001270436
2023-11-02
2023-11-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
| Registrant Name |
Cohen
& Co Inc. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 2, 2023
Cohen & Company
Inc.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
1-32026 |
|
16-1685692 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia,
Pennsylvania |
|
19104 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (215) 701-9555
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| |
|
|
|
|
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
COHN |
|
The NYSE
American Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 |
Results of Operations and Financial Condition. |
On November 2, 2023, Cohen & Company Inc., a Maryland
corporation (the “Company”), issued a press release announcing the Company’s financial results for the third quarter
ended September 30, 2023. A copy of the earnings release is attached to this report as Exhibit 99.1.
The information hereunder shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits.
* Filed electronically herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
COHEN & COMPANY INC. |
| |
|
|
| Date: November 2, 2023 |
By: |
/s/ Joseph W. Pooler, Jr. |
| |
|
Name: |
Joseph W. Pooler, Jr. |
| |
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 99.1
COHEN & COMPANY
REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS
Board Declares
Quarterly Dividend of $0.25 per Share
Philadelphia
and New York, November 2, 2023 –
Cohen & Company Inc. (NYSE American: COHN), a financial services firm specializing in
an expanding range of capital markets and asset management services, today reported financial results for its third quarter ended September
30, 2023.
Summary Operating Results
| | |
Three Months Ended | | |
Nine Months Ended | |
| ($ in thousands) | |
9/30/23 | | |
6/30/23 | | |
9/30/22 | | |
9/30/23 | | |
9/30/22 | |
| Net trading | |
$ | 7,491 | | |
$ | 7,416 | | |
$ | 7,966 | | |
$ | 23,117 | | |
$ | 30,365 | |
| Asset management | |
| 1,788 | | |
| 1,605 | | |
| 3,456 | | |
| 5,418 | | |
| 7,243 | |
| New issue and advisory | |
| 7,247 | | |
| 1,395 | | |
| 13,235 | | |
| 9,542 | | |
| 20,486 | |
| Principal transactions and other revenue | |
| 595 | | |
| 12,156 | | |
| (1,192 | ) | |
| 10,440 | | |
| (26,157 | ) |
| Total revenues | |
| 17,121 | | |
| 22,572 | | |
| 23,465 | | |
| 48,517 | | |
| 31,937 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Compensation and benefits | |
| 15,219 | | |
| 10,001 | | |
| 15,227 | | |
| 35,757 | | |
| 41,320 | |
| Non-compensation operating expenses | |
| 6,006 | | |
| 5,572 | | |
| 5,390 | | |
| 17,348 | | |
| 15,809 | |
| Operating income (loss) | |
| (4,104 | ) | |
| 6,999 | | |
| 2,848 | | |
| (4,588 | ) | |
| (25,192 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest expense, net | |
| (1,685 | ) | |
| (1,630 | ) | |
| (1,346 | ) | |
| (4,907 | ) | |
| (3,803 | ) |
| Income (loss) from equity method affiliates | |
| (702 | ) | |
| (511 | ) | |
| 618 | | |
| (1,608 | ) | |
| (14,530 | ) |
| Income (loss) before income tax expense (benefit) | |
| (6,491 | ) | |
| 4,858 | | |
| 2,120 | | |
| (11,103 | ) | |
| (43,525 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income tax expense (benefit) | |
| (755 | ) | |
| 5,550 | | |
| 1,761 | | |
| 5,379 | | |
| 3,534 | |
| Net income (loss) | |
| (5,736 | ) | |
| (692 | ) | |
| 359 | | |
| (16,482 | ) | |
| (47,059 | ) |
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | |
| 1,936 | | |
| 6,503 | | |
| (109 | ) | |
| 8,536 | | |
| (18,980 | ) |
| Enterprise net income (loss) | |
| (7,672 | ) | |
| (7,195 | ) | |
| 468 | | |
| (25,018 | ) | |
| (28,079 | ) |
| Less: Net income (loss) attributable to the convertible non-controlling interest | |
| (7,249 | ) | |
| (594 | ) | |
| 1,387 | | |
| (15,357 | ) | |
| (17,691 | ) |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | (423 | ) | |
$ | (6,601 | ) | |
$ | (919 | ) | |
$ | (9,661 | ) | |
$ | (10,388 | ) |
| Fully diluted net income (loss) per share | |
$ | (0.28 | ) | |
$ | (4.34 | ) | |
$ | (0.64 | ) | |
$ | (6.40 | ) | |
$ | (7.33 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted pre-tax income (loss) | |
$ | (8,427 | ) | |
$ | (1,645 | ) | |
$ | 2,229 | | |
$ | (19,639 | ) | |
$ | (24,545 | ) |
| Fully diluted adjusted pre-tax income (loss) per share | |
$ | (1.52 | ) | |
$ | (0.30 | ) | |
$ | 0.41 | | |
$ | (3.55 | ) | |
$ | (4.49 | ) |
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 results were mixed during the third quarter, driven by stronger new issue and
advisory revenue and weaker principal transactions revenue. Of the $7.2 million new issue and advisory revenue, $6.0 million was generated
by the Cohen & Company Capital Markets investment banking team and $1.2 million was generated by the European origination team. Our
principal transactions revenue was negatively affected by the $6.8 million write-off of our investment in Stoa USA Inc. / FlipOS,
a property technology company, which was impacted by the changing US housing market. We are optimistic
about the future and hope to see more realization of our deal pipeline in the near term, and remain
focused on enhancing stockholder value including through continued payment of our quarterly dividend.”
Financial Highlights
| · | Net loss attributable to Cohen & Company
Inc. was $0.4 million, or $0.28 per diluted share, for the three months ended September 30, 2023, compared to net loss of $6.6 million,
or $4.34 per diluted share, for the three months ended June 30, 2023, and net loss of $0.9 million, or $0.64 per diluted share, for the
three months ended September 30, 2022. Adjusted pre-tax loss was $8.4 million, or $1.52 per diluted share, for the three months ended
September 30, 2023, compared to adjusted pre-tax loss of $1.6 million, or $0.30 per diluted share, for the three months ended June 30,
2023, and adjusted pre-tax income of $2.2 million, or $0.41 per diluted share, for the three months ended September 30, 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 $17.1 million for the three months
ended September 30, 2023, compared to $22.6 million for the prior quarter and $23.5 million for the prior year quarter. |
| o | Net trading revenue was $7.5 million for the three months ended September 30, 2023, similar to the prior
quarter and down $0.5 million from the prior year quarter. The decrease from the prior year quarter was due primarily to lower trading
revenue by our corporate, primary CD, and municipal groups, partially offset by our treasury and mortgage groups. |
| o | Asset management revenue was $1.8 million for the three months ended September 30, 2023, up $0.2 million
from the prior quarter and down $1.7 million from the prior year quarter. The decrease from the prior year quarter was due primarily to the successful
auction of an Alesco CDO in September 2022, and the accompanying $1.6 million of subordinated management fees in arrears that were recorded
in the prior year quarter. |
| o | New issue and advisory revenue was $7.2 million for the three months ended September 30, 2023, up $5.9
million from the prior quarter and down $6.0 million from the prior year quarter. In the current quarter, the Cohen & Company Capital
Markets investment banking team generated $6.0 million and the European insurance origination team generated $1.2 million of the new issue
and advisory revenue. |
| o | Principal transactions and other revenue was $0.6 million for the three months ended September 30, 2023,
compared to $12.2 million in the prior quarter and negative $1.2 million in the prior year quarter. The current quarter includes negative
$6.8 million from the write down of our investment in Stoa USA Inc. / FlipOS. During September 2019 through March 2023, the Company invested
a cumulative $0.8 million of cash in Stoa USA Inc. / FlipOS, the value of which was increased by positive mark-to-market adjustments when
Stoa USA Inc. / FlipOS received additional rounds of private equity funding in 2021 and 2022. During the third quarter of 2023, Stoa USA
Inc. / FlipOS ceased operations. |
| · | Compensation and benefits expense during the
three months ended September 30, 2023 increased $5.2 million from the prior quarter and was even with the prior year quarter. The number
of Company employees was 114 as of September 30, 2023, compared to 117 as of June 30, 2023, and 122 as of September 30, 2022. |
| · | Interest expense during the three months ended
September 30, 2023 was comparable to the prior quarter and increased $0.3 million from the prior year quarter. The increase from the prior
year quarter was primarily due to higher interest on our trust preferred securities debt. |
| · | Loss from equity method affiliates for the three
months ended September 30, 2023 was $0.7 million, compared to loss from equity method affiliates of $0.5 million for the prior quarter
and income from equity method affiliates of $0.6 million for the prior year quarter. |
| · | Income tax benefit for the three months ended
September 30, 2023 was $0.8 million, compared to income tax expense of $5.6 million in the prior quarter, and income tax expense of $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 September 30, 2023, total equity was $72.7
million, compared to $94.0 million as of December 31, 2022; the non-convertible non-controlling interest component of total equity was
$6.2 million as of September 30, 2023 and $17 thousand as of December 31, 2022. Thus, the total equity excluding the non-convertible non-controlling
interest component was $66.5 million as of September 30, 2023, a $27.5 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 December 1, 2023, to stockholders of record as of November 17, 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. |
Update on Quarterly Conference Calls
Cohen & Company will not conduct
quarterly conference calls for the foreseeable future. The Company intends to continue its practice of issuing earnings releases in
connection with the filing of its quarterly and annual reports. Investors can find contact information at the bottom of this release
should they have any questions about the third quarter results or the Company.
About Cohen & Company
Cohen & Company is a financial services company
specializing in an expanding range of capital markets and asset management services. Cohen & Company’s operating segments are
Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment consists of fixed income sales, trading, and gestation
repo financing as well as new issue placements in corporate and securitized products, and advisory services, operating primarily through
Cohen & Company’s subsidiaries, J.V.B. Financial Group, LLC in the United States and Cohen & Company Financial (Europe)
S.A. in Europe. A division of JVB, Cohen & Company Capital Markets is the Company’s 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 September 30, 2023, the Company managed approximately $2.0
billion in primarily fixed income assets in a variety of asset classes including US and European trust preferred securities, subordinated
debt, and corporate loans. The Principal Investing segment is comprised primarily of investments the Company holds related to its SPAC
franchise and other investments the Company has made for the purpose of earning an investment return rather than investments made to support
its trading or other capital markets business activity. For more information, please visit www.cohenandcompany.com.
Note 1: Adjusted pre-tax income (loss)
and adjusted pre-tax income (loss) per share are non-GAAP measures of performance. Please see the discussion under “Non-GAAP Measures”
below. Also see the tables below for the reconciliations of non-GAAP measures of performance to their corresponding GAAP measures of performance.
Forward-looking Statements
This communication contains certain
statements, estimates, and forecasts with respect to future performance and events. These statements, estimates, and forecasts are
“forward-looking statements.” In some cases, forward-looking statements can be identified by the use of forward-looking
terminology such as “may,” “might,” “will,” “should,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “seek,” or “continue” or the negatives thereof or variations thereon or similar
terminology. All statements other than statements of historical fact included in this communication are forward-looking statements
and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties, and
assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends
in our business. These statements are based on our current expectations and projections about future events. There are important
factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results,
level of activity, performance, or achievements expressed or implied in the forward-looking statements including, but not limited
to, those discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition” in our filings with the Securities and Exchange Commission (“SEC”), which are available at the
SEC’s website at www.sec.gov and our website at www.cohenandcompany.com/investor-relations/sec-filings. Such risk factors
include the following: (a) a decline in general economic conditions or the global financial markets, including those caused by
inflation, raising interest rates, and the current geopolitical situation, (b) losses caused by financial or other problems
experienced by third parties, (c) losses due to unidentified or unanticipated risks, (d) a lack of liquidity, i.e., ready access to
funds for use in our businesses, (e) the ability to attract and retain personnel, (f) litigation and regulatory issues, (g)
competitive pressure, (h) an inability to generate incremental income from new or expanded businesses, (i) unanticipated market
closures or effects due to inclement weather or other disasters, (j) losses (whether realized or unrealized) on our principal
investments, (k) the possibility that payments to the Company of subordinated management fees from its CDOs will continue to be
deferred or will be discontinued, (l) the possibility that the stockholder rights plan may fail to preserve the value of the
Company’s deferred tax assets, whether as a result of the acquisition by a person of 5% of the Company’s common stock or
otherwise, (m) the Company’s reduction in the volume of its investments into SPACs, (n) the difficulty in identifying
potential business combinations as a result of increased competition in the SPAC market, (o) the value of our holdings of founders
shares in post-business combination companies is volatile and may decline and the possibility that significant portions of the
founder shares may remain restricted for a long period of time, (p) the possibility that the Company will stop paying quarterly
dividends to its stockholders, (q) the possibility that the Company will incur additional losses liquidating collateral related to a
reverse repo with now bankrupt First Guaranty Mortgage Corporation, and (r) the impacts of rising interest rates and inflation.
As a result, there can be no assurance that the forward-looking statements included in this communication will prove to be accurate
or correct. In light of these risks, uncertainties, and assumptions, the future performance or events described in the
forward-looking statements in this communication might not occur. Accordingly, you should not rely upon forward-looking statements
as a prediction of actual results and we do not undertake any obligation to update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Cautionary Note Regarding Quarterly Financial Results
Due to the nature of our business, our revenue
and operating results may fluctuate materially from quarter to quarter. Accordingly, revenue and net income in any particular quarter
may not be indicative of future results. Further, our employee compensation arrangements are in large part incentive-based and, therefore,
will fluctuate with revenue. The amount of compensation expense recognized in any one quarter may not be indicative of such expense in
future periods. As a result, we suggest that annual results may be the most meaningful gauge for investors in evaluating our business
performance.
COHEN & COMPANY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share data)
| | |
Three Months Ended | | |
Nine Months Ended | |
| | |
| 9/30/23 | | |
| 6/30/23 | | |
| 9/30/22 | | |
| 9/30/23 | | |
| 9/30/22 | |
| Revenues | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net trading | |
$ | 7,491 | | |
$ | 7,416 | | |
$ | 7,966 | | |
$ | 23,117 | | |
$ | 30,365 | |
| Asset management | |
| 1,788 | | |
| 1,605 | | |
| 3,456 | | |
| 5,418 | | |
| 7,243 | |
| New issue and advisory | |
| 7,247 | | |
| 1,395 | | |
| 13,235 | | |
| 9,542 | | |
| 20,486 | |
| Principal transactions and other revenue | |
| 595 | | |
| 12,156 | | |
| (1,192 | ) | |
| 10,440 | | |
| (26,157 | ) |
| Total revenues | |
| 17,121 | | |
| 22,572 | | |
| 23,465 | | |
| 48,517 | | |
| 31,937 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
| Compensation and benefits | |
| 15,219 | | |
| 10,001 | | |
| 15,227 | | |
| 35,757 | | |
| 41,320 | |
| Business development, occupancy, equipment | |
| 1,268 | | |
| 1,318 | | |
| 1,234 | | |
| 3,887 | | |
| 3,777 | |
| Subscriptions, clearing, and execution | |
| 2,409 | | |
| 2,343 | | |
| 2,112 | | |
| 6,877 | | |
| 6,025 | |
| Professional services and other operating | |
| 2,189 | | |
| 1,762 | | |
| 1,905 | | |
| 6,151 | | |
| 5,593 | |
| Depreciation and amortization | |
| 140 | | |
| 149 | | |
| 139 | | |
| 433 | | |
| 414 | |
| Total operating expenses | |
| 21,225 | | |
| 15,573 | | |
| 20,617 | | |
| 53,105 | | |
| 57,129 | |
| Operating income (loss) | |
| (4,104 | ) | |
| 6,999 | | |
| 2,848 | | |
| (4,588 | ) | |
| (25,192 | ) |
| Non-operating income (expense) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest expense, net | |
| (1,685 | ) | |
| (1,630 | ) | |
| (1,346 | ) | |
| (4,907 | ) | |
| (3,803 | ) |
| Income (loss) from equity method affiliates | |
| (702 | ) | |
| (511 | ) | |
| 618 | | |
| (1,608 | ) | |
| (14,530 | ) |
| Income (loss) before income tax expense (benefit) | |
| (6,491 | ) | |
| 4,858 | | |
| 2,120 | | |
| (11,103 | ) | |
| (43,525 | ) |
| Income tax expense (benefit) | |
| (755 | ) | |
| 5,550 | | |
| 1,761 | | |
| 5,379 | | |
| 3,534 | |
| Net income (loss) | |
| (5,736 | ) | |
| (692 | ) | |
| 359 | | |
| (16,482 | ) | |
| (47,059 | ) |
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | |
| 1,936 | | |
| 6,503 | | |
| (109 | ) | |
| 8,536 | | |
| (18,980 | ) |
| Enterprise net income (loss) | |
| (7,672 | ) | |
| (7,195 | ) | |
| 468 | | |
| (25,018 | ) | |
| (28,079 | ) |
| Less: Net income (loss) attributable to the convertible non-controlling interest | |
| (7,249 | ) | |
| (594 | ) | |
| 1,387 | | |
| (15,357 | ) | |
| (17,691 | ) |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | (423 | ) | |
$ | (6,601 | ) | |
$ | (919 | ) | |
$ | (9,661 | ) | |
$ | (10,388 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
Earnings per share
| |
| Basic | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | (423 | ) | |
$ | (6,601 | ) | |
$ | (919 | ) | |
$ | (9,661 | ) | |
$ | (10,388 | ) |
| Basic shares outstanding | |
| 1,522 | | |
| 1,520 | | |
| 1,429 | | |
| 1,510 | | |
| 1,417 | |
| Net income (loss) attributable to Cohen & Company Inc. per share | |
$ | (0.28 | ) | |
$ | (4.34 | ) | |
$ | (0.64 | ) | |
$ | (6.40 | ) | |
$ | (7.33 | ) |
| Fully Diluted | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | (423 | ) | |
$ | (6,601 | ) | |
$ | (919 | ) | |
$ | (9,661 | ) | |
$ | (10,388 | ) |
| Net income (loss) attributable to the convertible non-controlling interest | |
| (7,249 | ) | |
| - | | |
| - | | |
| - | | |
| - | |
| Income tax and conversion adjustment | |
| 6,114 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation | |
$ | (1,558 | ) | |
$ | (6,601 | ) | |
$ | (919 | ) | |
$ | (9,661 | ) | |
$ | (10,388 | ) |
| Basic shares outstanding | |
| 1,522 | | |
| 1,520 | | |
| 1,429 | | |
| 1,510 | | |
| 1,417 | |
| Unrestricted Operating LLC membership units exchangeable into COHN shares | |
| 4,014 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Fully diluted shares outstanding (1) | |
| 5,536 | | |
| 1,520 | | |
| 1,429 | | |
| 1,510 | | |
| 1,417 | |
| Fully diluted net income (loss) per share | |
$ | (0.28 | ) | |
$ | (4.34 | ) | |
$ | (0.64 | ) | |
$ | (6.40 | ) | |
$ | (7.33 | ) |
| 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. | |
$ | (423 | ) | |
$ | (6,601 | ) | |
$ | (919 | ) | |
$ | (9,661 | ) | |
$ | (10,388 | ) |
| Addback (deduct): Income tax expense (benefit) | |
| (755 | ) | |
| 5,550 | | |
| 1,761 | | |
| 5,379 | | |
| 3,534 | |
| Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest | |
| (7,249 | ) | |
| (594 | ) | |
| 1,387 | | |
| (15,357 | ) | |
| (17,691 | ) |
| Adjusted pre-tax income (loss) | |
| (8,427 | ) | |
| (1,645 | ) | |
| 2,229 | | |
| (19,639 | ) | |
| (24,545 | ) |
| Net interest attributable to convertible debt | |
| - | | |
| - | | |
| - | | |
| - | | |
| 327 | |
| Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax income (loss) per share calculation | |
$ | (8,427 | ) | |
$ | (1,645 | ) | |
$ | 2,229 | | |
$ | (19,639 | ) | |
$ | (24,218 | ) |
| Adjusted fully diluted shares outstanding (2) | |
| 5,545 | | |
| 5,535 | | |
| 5,394 | | |
| 5,528 | | |
| 5,389 | |
| Fully diluted adjusted pre-tax income (loss) per share | |
$ | (1.52 | ) | |
$ | (0.30 | ) | |
$ | 0.41 | | |
$ | (3.55 | ) | |
$ | (4.49 | ) |
(1)
When the fully diluted net income (loss) per share is anti-dilutive, the basic shares outstanding are presented on this line item.
(2) Adjusted fully diluted shares outstanding includes (a) weighted average unrestricted and restricted Operating LLC units exchangeable into COHN shares and (b) weighted average unrestricted and restricted shares, even during periods when the corresponding GAAP calculation of fully diluted shares outstanding above does not include them. The Operating LLC units are always included because the non-GAAP measure of performance, adjusted pre-tax income (loss), always includes net income (loss) attributable to the corresponding convertible interest.
COHEN & COMPANY INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
| | |
| September 30. 2023 | | |
| | |
| | |
| (unaudited) | | |
| December 31, 2022 | |
| Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 13,350 | | |
$ | 29,101 | |
| Receivables from brokers, dealers, and clearing agencies | |
| 106,740 | | |
| 140,933 | |
| Due from related parties | |
| 800 | | |
| 787 | |
| Other receivables | |
| 5,947 | | |
| 9,527 | |
| Investments - trading | |
| 193,476 | | |
| 211,828 | |
| Other investments, at fair value | |
| 40,324 | | |
| 28,022 | |
| Receivables under resale agreements | |
| 418,134 | | |
| 437,692 | |
| Investment in equity method affiliates | |
| 8,760 | | |
| 8,929 | |
| Deferred income taxes | |
| 1,735 | | |
| 6,934 | |
| Goodwill | |
| 109 | | |
| 109 | |
| Right-of-use asset - operating leases | |
| 8,055 | | |
| 9,647 | |
| Other assets | |
| 3,569 | | |
| 3,546 | |
| Total assets | |
$ | 800,999 | | |
$ | 887,055 | |
| | |
| | | |
| | |
| Liabilities | |
| | | |
| | |
| Payables to brokers, dealers, and clearing agencies | |
$ | 129,773 | | |
$ | 134,985 | |
| Accounts payable and other liabilities | |
| 6,217 | | |
| 11,439 | |
| Accrued compensation | |
| 14,337 | | |
| 12,434 | |
| Trading securities sold, not yet purchased | |
| 95,755 | | |
| 133,957 | |
| Other investments sold, not yet purchased, at fair value | |
| 18,131 | | |
| 78 | |
| Securities sold under agreements to repurchase | |
| 417,946 | | |
| 452,797 | |
| Operating lease liability | |
| 8,772 | | |
| 10,447 | |
| Redeemable financial instruments | |
| 7,868 | | |
| 7,868 | |
| Debt | |
| 29,479 | | |
| 29,024 | |
| Total liabilities | |
| 728,278 | | |
| 793,029 | |
| | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Voting non-convertible preferred stock | |
| 27 | | |
| 27 | |
| Common stock | |
| 18 | | |
| 17 | |
| Additional paid-in capital | |
| 74,264 | | |
| 72,801 | |
| Accumulated other comprehensive loss | |
| (972 | ) | |
| (955 | ) |
| Accumulated deficit | |
| (36,181 | ) | |
| (25,151 | ) |
| Total stockholders' equity | |
| 37,156 | | |
| 46,739 | |
| Non-controlling interest | |
| 35,565 | | |
| 47,287 | |
| Total equity | |
| 72,721 | | |
| 94,026 | |
| Total liabilities and equity | |
$ | 800,999 | | |
$ | 887,055 | |
Non-GAAP Measures
Adjusted pre-tax income (loss) and adjusted
pre-tax income (loss) per diluted share
Adjusted pre-tax income (loss) is not a financial
measure recognized by GAAP. Adjusted pre-tax income (loss) represents net income (loss) attributable to Cohen & Company Inc., computed
in accordance with GAAP, excluding income tax expense (benefit), plus the net income (loss) attributable to the convertible non-controlling
interest. Income tax expense (benefit) has been excluded because a pre-tax measurement of enterprise earnings that includes net income
(loss) attributable to the convertible non-controlling interest is a useful and appropriate measure of performance. Furthermore, our income
tax expense (benefit) has been, and we expect it will continue to be, a substantially non-cash item for the foreseeable future, generated
from adjustments in our valuation allowance applied to the Company’s gross deferred tax assets. Convertible non-controlling interest
is added back to adjusted pre-tax income because the underlying Cohen & Company, LLC equity units are convertible into Cohen &
Company Inc. shares. Adjusted pre-tax income (loss) per diluted share is calculated by dividing adjusted pre-tax income (loss) by diluted
shares outstanding, both of which include adjustments used in the corresponding calculation in accordance with GAAP.
We present adjusted pre-tax income (loss) and
related per diluted share amounts in this release because we consider them to be useful and appropriate supplemental measures of our performance.
Adjusted pre-tax income (loss) and related per diluted share amounts help us to evaluate our performance without the effects of certain
GAAP calculations that may not have a direct cash or recurring impact on our current operating performance. In addition, our management
uses adjusted pre-tax income (loss) and related per diluted share amounts to evaluate the performance of our enterprise operations. Adjusted
pre-tax income (loss) and related per diluted share amounts, as we define them, are not necessarily comparable to similarly named measures
of other companies and may not be appropriate measures for performance relative to other companies. Adjusted pre-tax income (loss) should
not be assessed in isolation from or construed as a substitute for net income (loss) attributable to Cohen & Company Inc. prepared
in accordance with GAAP. Adjusted pre-tax income (loss) is not intended to represent and should not be considered to be a more meaningful
measure than, or an alternative to, measures of operating performance as determined in accordance with GAAP.
Contact:
| Investors - |
Media - |
| Cohen & Company Inc. |
Joele Frank, Wilkinson Brimmer Katcher |
| Joseph W. Pooler, Jr. |
Zach Genirs |
| Executive Vice President and |
212-355-4449 |
| Chief Financial Officer |
zgenirs@joelefrank.com |
| 215-701-8952 |
|
| investorrelations@cohenandcompany.com |
|
v3.23.3
Cover
|
Nov. 02, 2023 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Nov. 02, 2023
|
| Entity File Number |
1-32026
|
| Entity Registrant Name |
Cohen
& Co Inc.
|
| Entity Central Index Key |
0001270436
|
| Entity Tax Identification Number |
16-1685692
|
| Entity Incorporation, State or Country Code |
MD
|
| Entity Address, Address Line One |
Cira Centre
|
| Entity Address, Address Line Two |
2929 Arch Street, Suite 1703
|
| Entity Address, City or Town |
Philadelphia
|
| Entity Address, State or Province |
PA
|
| Entity Address, Postal Zip Code |
19104
|
| City Area Code |
215
|
| Local Phone Number |
701-9555
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Title of 12(b) Security |
Common Stock, par value $0.01 per share
|
| Trading Symbol |
COHN
|
| Security Exchange Name |
NYSE
|
| Entity Emerging Growth Company |
false
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Cohen & (AMEX:COHN)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Cohen & (AMEX:COHN)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024
